ASPIDA360 CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT
This Confidentiality and Non-disclosure Agreement (this “Agreement”) is made on this ____ day of _____________________, 2021, by and between Aspida360, Inc. (“Aspida”), with a principal place of business at 1340 Smith Avenue, Suite 200, Baltimore, Maryland 21209, and ____________________, an individual with an address at _____________________________ (this individual shall herein be referred to as “Recipient”). Aspida and Recipient may be collectively referred to as “Parties” herein.
Aspida has developed unique, valuable, proprietary applications of ideas, methods, and/or plans, including trade secrets and other confidential business information, relating to a method of implementing a multi-generational legacy transfer tool, and other counsel (such proprietary ideas, methods, plans, trade secrets, and information of Aspida is collectively referred to as “Proprietary Confidential Information”).
It is the mutual desire of the Parties for Aspida to disclose the Proprietary Confidential Information to Recipients in order to assess the advisability of a business relationship involving the Proprietary Confidential Information.
The Parties each recognize that protection, non-use and non-disclosure by Recipient of the Proprietary Confidential Information are of vital importance to the existence and business success of Aspida.
In consideration of the Parties’ discussions and any access or review by Recipient to the Proprietary Confidential Information, the Parties hereby agree as follows:
1. Recipient agrees: (i) to hold the Proprietary Confidential Information in strict confidence and to take commercially reasonable precautions to protect the Proprietary Confidential Information (including, without limitation, all precautions Recipient employs with respect to Recipients’ own confidential materials and information); (ii) not to divulge any of the Proprietary Confidential Information or any information derived therefrom to any third person or party; (iii) not to make any use whatsoever, directly or indirectly, of the Proprietary Confidential Information except to evaluate internally Recipient’s potential transaction/relationship with Aspida; (iv) not to copy, decompile, disassemble or reverse engineer, directly or indirectly, any of the Proprietary Confidential Information (as applicable); (v) not to directly or indirectly develop, produce, sell, exploit, deal in or otherwise use or appropriate the Proprietary Confidential Information, or any part thereof, in any way whatsoever, including but not limited to adaptation, imitation, redesign, modification or use in any competing business, venture or activity; and (vi) not to export or re-export (within the meaning of United States or other export control laws or regulations) any of the Proprietary Confidential Information or product thereof.
2. The Proprietary Confidential Information shall remain the sole and exclusive property of Aspida, and neither this Agreement nor the disclosure of the Proprietary Confidential
Information shall be construed as granting any right or license under any rights now or hereafter owned or controlled by Aspida.
3. Upon termination of this Agreement and upon request by Aspida at any time, Recipient shall promptly and immediately return to Aspida all Proprietary Confidential Information, all documents or media containing any such Proprietary Confidential Information, and any and all copies or extracts thereof that were furnished to or created by or on behalf of Recipient, and Recipient shall retain no copies thereof in any form or media. Nothing herein requires the disclosure of any Proprietary Confidential Information by Aspida.
4. The Parties agree and acknowledge that, unless and until a definitive agreement between them with respect to any transaction/relationship has been executed and delivered, none of the Parties shall be under any legal obligation of any kind whatsoever with respect to such transaction/relationship other than the obligations of confidentiality, non-use and return of information contained herein.
5. No information shall be considered Proprietary Confidential Information if such information: (i) is or becomes generally available to the public through no improper action, inaction, or violation of any duty of confidentiality by Recipient or any affiliate, agent, consultant, or employee of Recipient; (ii) is in the possession of Recipient or known by it prior to receipt from Aspida as shown by prior written records, provided that the source of such information, to the knowledge of Recipient after reasonable inquiry, was not bound by an obligation of confidentiality
with respect to such information; (iii) is disclosed to it by a third party without, to the knowledge of Recipient after reasonable inquiry, violation of any duty of confidentiality by that third party;
(iv) is independently developed by Recipient (as established by documentary evidence), without use of any Proprietary Confidential Information of Aspida by employees of Recipients who have had no access to such information; or (v) is disclosed in response to a valid order of a court or other governmental body in the United States or any political subdivision thereof, but only to the extent of and for the purposes of such order, provided that prior written notice is given to Aspida so that a protective order or other relief, if appropriate, may be sought by Aspida and Recipient use diligent reasonable efforts to limit disclosure, to obtain confidential treatment, and has allowed Aspida to participate in any related proceedings.
6. Aspida assumes no responsibility for any loss or damage to Recipient, Recipient’s customers, or any third parties caused by or arising from the Proprietary Confidential Information and the disclosure thereof. Aspida makes no warranties of any kind, expressed or implied, as to the accuracy or completeness of the Proprietary Confidential Information. Only those representations and warranties which are made in or pursuant to one or more final agreements regarding a transaction involving the parties will have any legal effect.
7. Recipients recognize, acknowledge, and agree that, due to the unique and extraordinary nature of the Proprietary Confidential Information, any unauthorized disclosure, misappropriation, or use of the Proprietary Confidential Information, or any violation or threatened violation of this Agreement would cause substantial, immediate and irreparable harm and injury to Aspida. Therefore, upon any such breach or any threat thereof, Aspida shall be entitled to seek appropriate injunctive and equitable relief to prevent the breach or further breach of any of the
terms and provisions herein, in addition to whatever remedies it might have at law, and Recipient agrees to waive any requirement for the securing or posting of any bond in connection with such remedy. Recipient agrees to pay and reimburse Aspida for any and all losses, liabilities, damages, costs, and expenses (including reasonable attorney’s fees and court costs) incurred and sustained by Aspida as a result of any breach of this Agreement by Recipient.
8. This Agreement shall be in effect from the date it is executed by the Parties until the date it is terminated as provided herein; provided, however, that the obligations regarding the non-disclosure, non-use and return of the Proprietary Confidential Information shall survive and continue at all times following termination until the Proprietary Confidential Information shall be in the public knowledge, unless such event shall have occurred as a result of the wrongful conduct by any party or its employees or agents or a breach of the terms of this Agreement.
9. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns. Recipient may not assign their rights or obligations hereunder. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Maryland, without regard to its conflict of law provisions. In the event of a breach of this Agreement, the nonbreaching party shall be entitled to recover from the breaching party all reasonable costs and attorneys’ fees incurred by the nonbreaching party in enforcing the rights and obligations hereunder. Any dispute arising hereunder shall be tried in the state or federal courts of Maryland, and the Parties hereby consent and submit their person to the jurisdiction of said courts for such purpose. In the event that any of the provisions of this Agreement shall be held by a court or other tribunal of competent jurisdiction to be illegal, invalid or unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect. This Agreement supersedes all prior discussions and writings and constitutes the entire agreement between the Parties with respect to its subject matter.
No alteration, waiver, or modification of this Agreement shall be valid and binding upon either party unless made in writing and signed by duly authorized representatives of all Parties. A failure or delay by any of the Parties in enforcing, at any time, any provision of this Agreement, to exercise any option which is herein provided, or to require at any time performance of any of the provisions hereof shall not, in any way, be construed to be a waiver of any provision of this Agreement. This Agreement may be signed in one or more counterparts, and via facsimile or e-mail (with originals to follow by mail), each of which together constitute one document.
