NON-DISCLOSURE AGREEMENT
NON-DISCLOSURE AGREEMENT
This is an agreement between OpenPro Inc. (the “Disclosure”) and (the “Recipient”), in which Disclosure agrees to disclose, and Recipient agrees to receive, certain confidential information (“Confidential Information”) of Disclosure on the following terms and conditions:
Confidential Information: As used herein, “Confidential Information” shall mean all business information provided by Disclosure to Recipient, in any form or format, including but not limited to information regarding Disclosure’s products, services, sales, marketing, finances, and similar information.
Acknowledgements: Recipient understands and acknowledges that Disclosure’s Confidential Information consists of information and materials that are valuable and proprietary to and constitute a trade secret of Disclosure.
Purpose of Disclosure: Recipient shall make use of Disclosure’s Confidential Information only for the purpose of evaluating Disclosure’s OpenPro ERP Web Based Software.
Non-Disclosure: In consideration of Disclosure’s disclosure of its Confidential Information, Recipient agrees that it will treat Disclosure’s Confidential Information with the same degree of care and safeguards that it takes with its own Confidential Information, but in no event less than a reasonable degree of care. Recipient agrees that, without Disclosure’s prior written consent, Recipient will not:
(a) disclose Disclosure’s Confidential Information to any third party;
(b) make or permit to be made copies or other reproductions of Disclosure’s Confidential Information; or
(c) make any commercial use of the Confidential Information.
Recipient will not disclose Disclosure’s Confidential Information to Recipient’s employees, agents, or consultants unless:
(1) they have a need to know the information in connection with their employment or consultant duties; and
(2) they personally agree in writing to be bound by the terms of this Agreement.
Return of Materials: Upon Disclosure’s request, Recipient shall promptly (within 30 days) return all original materials provided by Disclosure and any copies, notes, or other documents in Recipient’s possession pertaining to Disclosure’s Confidential Information. Recipient will also promptly and permanently delete any Confidential Information stored in electronic or optical form.
Exclusions: This Agreement does not apply to any information which:
(a) was in Recipient’s possession or known to Recipient without an obligation to keep it confidential before disclosure;
(b) becomes public knowledge through no fault of Recipient; or
(c) is independently developed by or for Recipient.
Terms of Agreement: This Agreement and Recipient’s duty to hold Disclosure’s Confidential Information in confidence shall remain in effect until Disclosure provides written notice releasing Recipient from this Agreement.
No Rights Granted: Recipient understands and agrees that this Agreement does not grant any right, title, or interest in Disclosure’s Confidential Information.
Warranty: Disclosure warrants that it has the right to make disclosures under this Agreement. No other warranties are made. All information is provided “AS IS.”
Injunctive Relief: Recipient acknowledges that any breach may cause irreparable harm and that Disclosure shall be entitled to injunctive relief in addition to any other legal remedies.
Attorney Fees: In any legal action relating to this Agreement, the prevailing party shall be entitled to recover all reasonable attorney fees and costs.
Modifications: All modifications must be in writing and signed by both parties.
No Agency: This Agreement does not create any agency or partnership relationship.
Applicable Law: This Agreement shall be governed by the laws of the State of California.
Disclosure:
OpenPro Inc.
10061 Talbert Ave #228
Fountain Valley, CA 92708
Phone: 714-378-4600 | Fax: 714-964-1491