NONDISCLOSURE AND CONFIDENTIALITY AGREEMENT
This Agreement (“Agreement”) is made by and between the undersigned “Confidant,” and Sahel Anwar, Senior Partner, SHM Associates, LLC, (“SHM”), as of the date signed by the Confidant.
WHEREAS, SHM has invested considerable time and money in developing his respective products and in connection therewith has developed certain data and information which has commercial value and is not generally publicly known; and
WHEREAS, SHM and Confidant are entering discussions to investigate business activities which will require SHM to exchange and/or disclose certain information to Confidant, including without limitation, confidential and ...view middle of the document...
3. Confidant shall not, without the prior written consent of SHM, use or permit to be used any Confidential Information for any purpose whatsoever except for the purposes set forth herein. Confidant shall not, without prior written consent of SHM, disclose to any person any portion of the Confidential Information except to SHM’s/Confidant’s employees who need to know that particular portion of the Confidential Information, provided that:
a. each of the SHM’s/Confidant’s employees to whom any of the Confidential Information is disclosed shall be informed that the information is confidential; and
b. each of SHM’s & Confidant’s employees to whom any Confidential Information is disclosed shall agree in writing, by signing a copy of this agreement, not to use or permit to be used the Confidential Information and not to disclose any of the Confidential Information to any person except as set forth herein.
4. The parties agree that the loss to SHM which would arise from the breach of the obligations set forth in this Agreement cannot be reasonably or adequately compensated in damages in an action at law. Therefore, the parties expressly agree that SHM, in addition to any other rights or remedies he may possess, shall be entitled to injunctive relief to prevent or cure any breach of the obligations set forth in this Agreement, without posting a bond or other security therefor.
5. Confidant shall not assign, subcontract or transfer any rights or obligations under this Agreement without the prior written consent of the SHM.
6. All waivers hereunder must be voluntary and in writing. The failure by either party at any time to require the other party’s performance of any obligation under this Agreement shall not affect the right to later require performance of that obligation. Any waiver of any breach of any provision of this Agreement shall not be construed as a waiver of any prior, continuing or later breach of such provision or a waiver or modification of that provision.
7. The obligations of Section 2 and 3 of the Agreement shall not apply to any Confidential Information which Confidant can demonstrate:
a. is or becomes available to the public through no breach of this Agreement;
b. was previously known by Confidant without any obligation to hold it in confidence;
c. is received from a third party free to disclose such information without restriction;
d. is independently developed without the use of Confidential Information;
e. is approved for release by written authorization by the discloser, but only to the extent of and subject to such conditions as may be imposed in such written authorization;
f. is required by law or regulation to be disclosed, but only to the extent and for the purposes of such required disclosure; or
g. is disclosed in response to a valid order of a court or other...