MUTUAL CONFINDENTIALITY/NONCIRCUMVENTION AGREEMENT
In connection with discussions between representatives of LinkSumo LLC known as “STAKEHOLDER” and the entity or individual detailed in the signature section below, hereinafter, referred to as “THE PARTNER” concerning our mutual evaluation of a possible business or other transaction between our entities, “STAKEHOLDER” and “THE PARTNER” may disclose to each other technical, financial, business and other information deemed to be non public, proprietary or confidential in nature (the party disclosing such information, together with its subsidiaries, affiliates, directors, officers and its employees, is referred to herein as the “Disclosing Party” and the party receiving such information, together with its subsidiaries, affiliates, directors, officers and its employees, is referred to herein as the “Receiving Party”).
- In consideration of, and as a condition to, the Disclosing Party or its, representatives, agents, accountants, financial advisors or attorneys, (collectively, “Representatives”) furnishing the Receiving Party, or its Representatives such information and any other information (whether communicated in writing or if delivered orally, confirmed in writing) delivered by the Disclosing Party or on its behalf, in connection with the parties’ consideration of the transaction (such information being herein referred to as “Confidential Information”), “THE PARTNER” and “STAKEHOLDER” agrees for a term of open ended while conducting business together and 1 year following the end of the business relationship and also agrees as follows:
- The Receiving Party will (i) use reasonable care, but in no event less care than it uses to protect its own confidential information, to not disclose the Confidential Information to any third parties (other than to its Representatives who have a need to know such information in order to evaluate the transaction between the two companies); and (ii) not use any Confidential Information for any purpose other than the evaluation of a transaction between the parties. The foregoing shall not in any way preclude the Receiving Party from carrying on its business in the ordinary course in competition with the other, provided that no Confidential Information is used in furtherance of such activities.
- Without the prior written consent of the Disclosing Party, the Receiving Party will not disclose to any person or entity, (other than such of its Representatives who need to know such information for the purposes permitted hereunder) any information with respect to the occurrence or content of any discussions or negotiations regarding the business transaction between the two entities.
- The Receiving Party will inform each of its directors, officers, employees and Representatives, who will receive Confidential Information of its obligations under this letter of agreement and will use reasonable efforts to cause each of them to refrain from taking any action that would constitute a breach of the terms hereof.
In the event that the Receiving Party becomes legally compelled (by legal process, by any federal or state law or regulation or by advice of its legal counsel) to disclose any Confidential Information, it will provide the Disclosing Party with prompt prior written notice of such requirement so that the Disclosing Party may seek a protective order or other appropriate remedy. In the event that such protective order or other remedy is not obtained, the Receiving Party shall disclose only that portion of such Confidential Information that it is advised by its legal counsel is legally required to be disclosed and to use reasonable efforts to obtain assurance of confidential treatment of the Confidential Information to be disclosed, if and to the extent such treatment is possible.
- The parties agree that Confidential Information disclosed under this Agreement shall not be used for enrichment directly or indirectly by the “THE PARTNER”, or its affiliates without the express written consent of “STAKEHOLDER”. The parties further agree that during the term of this agreement, “THE PARTNER” shall not contact or attempt to sell to, transact with or purchase from any entity disclosed to “THE PARTNER” by “STAKEHOLDER” without prior written permission from “STAKEHOLDER”, unless (i) a business PARTNER” and the relationship between “STAKEHOLDER” Disclosed Entity predated this Agreement, and (ii) “THE PARTNER” can specifically document that written exchanges specific to the Project, and “STAKEHOLDER” disclosed Confidential Information related to the sale of services, and any transaction related thereto between “THE PARTNER” and the List Source Direct disclosed Entity occurred prior to the date of this Agreement, with “THE PARTNER”, having to prove the pre-existence by clear and convincing evidence.
- The Receiving Party understands and agrees that the Disclosing Party (and its Representatives) is not making any representation or warranty, express or implied, as to the accuracy or completeness of any information furnished or to be furnished by it to the Receiving Party (any representation or warranty with respect thereto must be set forth or provided for in a definitive agreement between the two entities, if any is entered into), and none of them will have any liability to anyone resulting from the use of any of such information, except for any breach by the Receiving Party of any of its obligations hereunder or as provided in any definitive agreement between them.
- For purposes of this letter of agreement, “Confidential Information” shall not include any information which (i) is or becomes publicly available other than by unauthorized disclosure by the Receiving Party, (ii) was known to the Receiving Party prior to disclosure pursuant hereto, (iii) was independently developed by the Receiving Party without reference to the Confidential Information disclosed to it pursuant hereto, or (iv) is received from a third party who, to the Receiving Party’s knowledge, is under no obligation of confidentiality with respect thereto.
- The Receiving Party hereby further agrees that, in the event of its breach or threatened breach of this letter of agreement, the Disclosing Party may suffer irreparable harm and the Disclosing Party’s remedies shall include the right to seek equitable remedies such as specific performance and injunctive relief and shall not be limited to monetary damages.
- Nothing contained in this letter agreement shall be construed as granting or conferring any rights by way of license or otherwise in or to any Confidential Information disclosed pursuant hereto. The disclosure or receipt of information pursuant hereto in no way obligates either party to agree to any business transaction.
- Neither party may assign, transfer or sell any of its rights under this letter agreement, or delegate any of its obligations hereunder without the prior written consent of the other party. Each party understands and agrees that no failure or delay by the other in exercising any of its rights or remedies hereunder will operate as a waiver thereof, nor will any waiver in any instance constitute a waiver in any other instance.
- This letter of agreement shall be effective from and after the date set forth below. Upon request by the Disclosing Party, the Receiving Party shall immediately destroy or return to the Disclosing Party all Confidential Information and all copies, save one copy to be archived by the Receiving Party, of any documents containing Confidential Information and shall certify that all Confidential Information and such documents, save one copy to be archived by the Receiving Party as noted previously, have been destroyed. Notwithstanding the return or destruction of the Confidential Information or any termination of this letter agreement, the Receiving Party and its subsidiaries, affiliates, directors, officers, employees, representatives, agents, accountants, financial advisors and attorneys shall continue to be bound by their obligations under this letter agreement for a term of open ended while conducting business together and 1 year following the end of the business relationship.
- The parties acknowledge and agree that each of its covenants and agreements hereunder is made or given in consideration of the covenants and agreements of the other hereunder and for other good and valuable consideration the receipt and sufficiency of which are hereby mutually acknowledged, and that such covenants and agreements shall survive the termination or other cessation of any discussions or negotiation between them.
- This agreement shall be governed and construed in accordance with the laws of Delaware in The United States without reference to its principles conflicts of laws.
- From time to time, an addendum shall be added to this document as per the specific project details and renumeration and shall be considered a part of this document when signed by both parties.
If you are in agreement with the foregoing, please sign this letter of agreement in the space provided below whereupon this letter of agreement will constitute our entire agreement with respect to the subject matter hereof.
October 25, 2021