Non Disclosure Agreement
In connection with a contemplated business arrangement proposed by the undersigned (“Presenting Party”) and Worldwide Strategies Inc (“WWSI”), the parties recognize that there is a need for WWSI to disclose Proprietary Information (as such term is defined below) to the Presenting Party pursuant to the terms of this Nondisclosure Agreement (this “Agreement”). As an express condition to such disclosure, the parties agree as follows:
1. Non-Disclosure and Limited Use. Recipient (as defined herein)
shall disclose Proprietary Information only to employees, legal, accounting
and/or financial advisers of Recipient who need to know such information to
evaluate the possible business transaction with Discloser (as defined herein)
and who are obligated to treat the Proprietary Information, as required under
this Agreement. Recipient shall not use any Proprietary Information for its own
benefit or for any other purpose except to evaluate the possible business transaction.
Recipient shall take all practicable measures, which shall not in any event be
less than those which it takes to protect its own confidential and proprietary
information, to protect the confidentiality and avoid the unauthorized use,
disclosure, publication, or dissemination of Proprietary Information.
2. Description of Proprietary Information. “Proprietary
Information” means all information and any idea hereafter disclosed by the
disclosing party (the “Discloser”) to the receiving party
(the “Recipient”) in whatever form, tangible or
intangible, pertaining in any manner to the business of Discloser or to
Discloser’s employees, affiliates, consultants, or business associates. Subject
to the foregoing, Proprietary Information in this Agreement shall include,
without limitation that certain Confidential Memorandum delivered herewith.
3. Proprietary Information Exclusions. Notwithstanding the foregoing,
information or ideas shall not be deemed Proprietary Information if (A) such
information is or becomes publicly known through lawful means through no fault
of the Recipient; (B) such information was rightfully in Recipient’s possession
or part of Recipient’s general knowledge prior to the date hereof; (C) such
information is disclosed to Recipient without confidential or proprietary
restriction by a third party who rightfully possesses the information (without
confidential or proprietary restriction); (D) such information was
independently developed by Recipient; (E) such information is disclosed by
Recipient with the written consent of Discloser; or (F) such information is
released in accordance with a valid and effective order or subpoena of a court
or government agency.
4. Continuing Obligation and Return of Materials. Whether or not the
transaction that is the subject of discussion hereunder is consummated, the
covenants pertaining to nondisclosure shall remain in full force for two (2)
years from the date hereof, unless Discloser specifically and in writing agrees
to release all or part of Proprietary Information from the nondisclosure
restrictions imposed herein. Upon conclusion or termination of discussions
between the parties, or at any time at Discloser’s written request, (a)
Recipient shall return immediately to Discloser all materials (in written,
electronic or other form) containing or constituting Proprietary Information,
including any copies, and (b) Recipient shall not use Proprietary Information
in any way for any purpose.
5. Remedies. Recipient agrees that the unauthorized disclosure or use
of Proprietary Information will cause irreparable harm and significant injury
which may be difficult to ascertain, thus, making any remedy at law or in
damages inadequate. Therefore, Recipient agrees that Discloser shall have the
right to apply to any court of competent jurisdiction for an order restraining
any breach or threatened breach of this Agreement and for any other relief
Discloser deems appropriate. This right shall be in addition to any other
remedy available to Discloser in law or equity.
6. General. This Agreement shall be governed by the law of the State of Colorado and is binding upon and for the benefit of the parties and their successors and assigns. Failure to enforce any provision of this Agreement shall not constitute a waiver of any term hereof. This Agreement supersedes and replaces any existing agreement entered into by the parties relating generally to the same subject matter, and may be modified only in writing signed by the parties. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof.