CDSEO NDA
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NON-DISCLOSURE AGREEMENT This Non-Disclosure Agreement (“Agreement”) is made this 12 th day of August, 2010 (“Effective Date”) between CD SEO (“CD SEO”) and Ploma, LLC (“PLOMA”). NOW, THEREFORE, in consideration of the mutual covenants and conditions set forth herein, it is agreed as follows: 1. CD SEO a nd PLOMA desire to transmit to each other certain Co nfidential Proprietary Information consisting of: Market Information, Production Information, Financial Performance, Strategic Plans and other proprietary information for the purpose of evaluating development opportunities. It is understood that all information received from PLOMA directly shall be defined as Confidential Proprietary Information. 2. The party r eceiving Confidential Pro prietary Information (the “Receiving Party”) agrees to maintain the confide ntiality of the Confidential Proprietary Information disclosed by the other party (the “Disclosing Party”), whether furnished in oral, written, electronic and/or other tangible or intangible form and not to disclose such information to any third party, except as authorized by the Disclosing party. The Receiving Party agrees that such information shall be handled with the same degree of care which the Receiving Party applies to its own proprietary information (but in no event less than reasonable care). 3. The Receivi ng Party agre es to take precautio ns necessa ry and appropr iate to guard the confid entia lity of the Disclosin g Party’s Confidential Proprietary Information, including informing its employees who handle such information that it is confidential and not to be disclosed to others unless otherwise authorized as per paragraph two. 4. The Receivi ng Party agre es that the Disclosin g Party’s Confi dentia l Proprie tary Informa tion is and shall at all times remain the property of the Disclosing Party. No use of such information is permitted except as otherwise provided herein and no grant under any of the Disclosing Party’s intellectual property rights including trademarks and tradedress is hereby given or intended, including any license implied or otherwise. 5. The Receiving Pa rty agrees to use the Disclosing Party’s Confidential Proprietary Information only for e valuation purposes. 6. The parties agree that the following is not Confidential Proprietary Information: information which the Receiving Party already had in its possession without confidential limitation at the time of disclosure by the Disclosing Party; information which is independently developed by the Receiving Party without breach of this Agreement; information which is or becomes available to the general public without breach of this Agreement by the Receiving Party; and information that is received rightfully and without confidential limitation by the Receiving Party from a third party. 7. The term of this Agr eemen t shall commen ce on the Effecti ve Date and shal l terminate six (6) months from such Effective Date. 8. Upon requ est by the Disclosing Par ty, all confiden tial Propr ietary Info rmatio n transmitt ed to the Receiving Par ty by the Disclosing Party in record bearing media or other form, and any copies thereof made by the Receiving Party, shall be destroyed. 9. GOVERNING LAW: This Agreement shall be governed by and construed in accordance with the laws of the State of Maryland. 10. Notwithstanding anything to the contrary in this Agreement, subject to the Disclosing Party’s valid patents and copyrights, (i) Recipient’s employees that are entitled to receive Confidential Information shall not be restricted in their ability to discuss and pursue ideas, concepts, know-how and techniques that are retained in such employees’ unaided memories, and (ii) Recipient shall not be limited in developing, acquiring, investing in or selling any product of its choosing. IN WITNESS WHEREOF, CD SEO and PLOMA have executed this Non-Disclosure Agreement effective as of the date first written above. AGREED: AGREED: CD SEO Ploma, LLC By: By: _ Name: Name: Title: Title: Date: Date:
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Transcript of CDSEO NDA
8/8/2019 CDSEO NDA
http://slidepdf.com/reader/full/cdseo-nda 1/1
NON-DISCLOSURE AGREEMENT
This Non-Disclosure Agreement (“Agreement”) is made this 12 th day of August, 2010 (“Effective Date”) between CD SEO (“CDSEO”) and Ploma, LLC (“PLOMA”).
NOW, THEREFORE, in consideration of the mutual covenants and conditions set forth herein, it is agreed as follows:
1. CD SEO and PLOMA desire to transmit to each other certain Confidential Proprietary Information consisting of: MarketInformation, Production Information, Financial Performance, Strategic Plans and other proprietary information for the purpose of evaluating development opportunities. It is understood that all information received from PLOMA directly shall be defined as ConfidentialProprietary Information.
2. The party receiving Confidential Proprietary Information (the “Receiving Party”) agrees to maintain the confidentiality of theConfidential Proprietary Information disclosed by the other party (the “Disclosing Party”), whether furnished in oral, written, electronicand/or other tangible or intangible form and not to disclose such information to any third party, except as authorized by the Disclosingparty. The Receiving Party agrees that such information shall be handled with the same degree of care which the Receiving Party appliesto its own proprietary information (but in no event less than reasonable care).
3. The Receiving Party agrees to take precautions necessary and appropriate to guard the confidentiality of the DisclosingParty’s Confidential Proprietary Information, including informing its employees who handle such information that it is confidential and notto be disclosed to others unless otherwise authorized as per paragraph two.
4. The Receiving Party agrees that the Disclosing Party’s Confidential Proprietary Information is and shall at all times remain
the property of the Disclosing Party. No use of such information is permitted except as otherwise provided herein and no grant under anyof the Disclosing Party’s intellectual property rights including trademarks and tradedress is hereby given or intended, including any licenseimplied or otherwise.
5. The Receiving Party agrees to use the Disclosing Party’s Confidential Proprietary Information only for evaluation purposes.
6. The parties agree that the following is not Confidential Proprietary Information: information which the Receiving Partyalready had in its possession without confidential limitation at the time of disclosure by the Disclosing Party; information which isindependently developed by the Receiving Party without breach of this Agreement; information which is or becomes available to thegeneral public without breach of this Agreement by the Receiving Party; and information that is received rightfully and without confidentiallimitation by the Receiving Party from a third party.
7. The term of this Agreement shall commence on the Effective Date and shall terminate six (6) months from such EffectiveDate.
8. Upon request by the Disclosing Party, all confidential Proprietary Information transmitted to the Receiving Party by theDisclosing Party in record bearing media or other form, and any copies thereof made by the Receiving Party, shall be destroyed.
9. GOVERNING LAW: This Agreement shall be governed by and construed in accordance with the laws of the State of Maryland.
10. Notwithstanding anything to the contrary in this Agreement, subject to the Disclosing Party’s valid patents and copyrights,(i) Recipient’s employees that are entitled to receive Confidential Information shall not be restricted in their ability to discuss and pursueideas, concepts, know-how and techniques that are retained in such employees’ unaided memories, and (ii) Recipient shall not be limitedin developing, acquiring, investing in or selling any product of its choosing.
IN WITNESS WHEREOF, CD SEO and PLOMA have executed this Non-Disclosure Agreement effective as of the date first written above.
AGREED: AGREED:CD SEO Ploma, LLC
By:____________________________ By:_______________________
Name: Name:
Title: Title:Date: Date:
