NDA

MUTUAL NONDISCLOSURE AGREEMENT

This agreement (the “Agreement”) is entered into between The FoxMasters Company having a principal place of business at Gagarina St. 3, office 45, Zelenogorsk, Russia, and ________________________________ having aprincipal place of business (or living for personal cases) at _____________________________________, (“Party”), in connection with their discussions regarding a potential business relationship.

  • Confidential Information” shall mean all information including without limitation, trade secrets, techniques, drawings, models, inventions, know-how, processes, algorithms, software programs, software source documents, application programmer’s interface (“API”) and formulae related to the current and proposed products and services of each of the parties, together with information concerning research and development financial results, sales, manufacturing, customer lists, business forecasts and marketing plans, which is disclosed by the disclosing party (“Discloser”) to the receiving party (“Recipient”).
  • Nondisclosure Obligations. Recipient agrees that it will not disclose or permit the disclosure of any Confidential Information of the Discloser to any third party, except to the extent necessary for negotiations, discussions, and consultations with personnel or authorized representatives of the Recipient. Further, the existence of any business negotiations, discussions, or agreements between the parties shall not be released to any form of public media without prior written approval of both parties, except as required by law. Further, the Recipient shall disclose Confidential Information only to those personnel or authorized representatives of Recipient that agree to be bound by the terms and conditions of this Agreement or substantially similar terms and conditions of an agreement directly with Recipient. At a minimum, Recipient agrees that it shall treat all Confidential Information of Discloser with the same degree of care as it accords to its own Confidential Information, and each Recipient represents that it exercises at least reasonable care to protect its own Confidential Information.
  • Exclusions from Nondisclosure Obligations. A Recipient’s obligations under Paragraph 2 will not apply with respect to Discloser’s Confidential Information which: (i) was in the public domain at or subsequent to the time it was communicated to Recipient by Discloser through no fault of Recipient; (ii) was rightfully in Recipient?s possession free of any obligation of confidence at or subsequent to the time it was communicated to Recipient by Discloser (iii) was developed by employees or agents of Recipient independently of and without use of any Confidential Information of the other party; or (iv) was communicated by Discloser to an unaffiliated third party free of any obligation of confidence. A disclosure of Confidential Information (a) in response to a valid order by a court or other governmental body, (b) otherwise required by law, or (c) necessary to establish the rights of either party under this Agreement shall not be considered to be a breach of this Agreement or a waiver of confidentiality for other purposes; provided, however, that Recipient shall provide prompt written notice thereof to enable Discloser to seek a protective order or otherwise prevent such disclosure.
  • No Further Use or Independent Development. Recipient may not use the Confidential Information of the Discloser other than as contemplated by this Agreement or any amendment hereto.
  • Term. This Agreement shall be effective from the Effective Date until the earlier of (a) the date on which Discloser provides Recipient with written notice that subsequent communications shall not be so governed and that prior communications shall not be so governed and (b) two (2) years from the Effective Date of this Agreement,
  • No Assignment. Neither party will assign or transfer any rights or obligations under this Agreement without the prior written consent of the other party.
  • Waiver. The waiver by either party of a breach of any provision hereof shall not be taken or held to be a waiver of the provision itself.
  • Injunctive Relief. A breach of any of the promises or agreements contained herein will result in irreparable and continuing damage to the non-breaching party for which there will be no adequate remedy at law, and the non-breaching party shall be entitled to seek injunctive relief and/or a decree for specific performance, and such other relief as may be proper (including monetary damages if appropriate).
  • Entire Agreement. This Agreement states the entire agreement of the parties regarding its subject matter. It supersedes, and its terms govern, all prior or contemporaneous proposals, agreements, or other communications between the parties, oral or written, regarding such subject matter. This Agreement shall not be modified except by a subsequently dated written amendment signed on behalf of The FoxMasters Company and Party.

The authorized representatives of the parties have executed this Agreement as of the last date indicated below (the “Effective Date”).

 

The FoxMasters Company,

Representative Name: Max Korovichev
Title: Chief of Marketing
Signature:
Date: April 21, 2011

_________________________

Print name: _________________

Title: __________________________

Address: _____________________________

Signature:______________________

Date: _____________________