Non-Disclosure Agreement (NDA)
The current business associates (“Promisor”) and/or Successors, Partners and Affiliates thereof being made privy to Nuevva trade secrets that are proprietary and confidential hereby warrants, represents, covenants, and agrees as follows:
Engagement – Promisor, in the course of discussions and communications with, including access to online material compiled by Nuevva, may or will have access to or learn certain information belonging to Nuevva that is proprietary and confidential (Confidential Information).
Definition of Confidential Information – Confidential Information as used throughout this Agreement means any secret or proprietary information relating directly to Nuevva business or planned business matters and that of Nuevva affiliated companies and subsidiaries, including, but not limited to; products, customer lists , pricing policies, employment records and policies, operational methods, marketing plans and strategies, product development techniques or plans, business plans, new personnel acquisition plans, methods of manufacture, technical processes, designs and design projects, inventions and research programs, trade “know-how,” trade secrets, specific software, algorithms, computer processing systems, object and source codes, user manuals, systems documentation, and other business affairs of Nuevva and Nuevva affiliated companies and subsidiaries.
Nondisclosure – Promisor agrees to keep strictly confidential all Confidential Information and will not, without Nuevva’s express written authorization, signed by one of Nuevva’s authorized officers, use, sell, market, or disclose any Confidential Information to any third person, firm, corporation, or association for any purpose. Promisor further agrees to not make any copies of the Confidential Information except upon Nuevva written authorization, signed by one of Nuevva authorized officers, and will not remove any copy or sample of Confidential Information from the premises of Nuevva, or Nuevva’s web site or other publications or printed matter, without such authorization.
Treatment of Material – Promisor acknowledges that information covered by said agreement shall not be copied, sent, printed, or transmitted in any way beyond the user to whom the password is supplied. Further, it is agreed that if at any time the Promisor and Nuevva decide not to continue working together, the Promisor must at that stage immediately return, destroy, erase, or otherwise render unusable, all Confidential Information in Promisor’s possession.
Obligations Continue Past Term – The obligations imposed on Promisor shall continue with respect to each unit of the Confidential Information following the termination of the business relationship between Promisor and Nuevva, and such obligations shall not terminate until such unit shall cease to be secret and confidential and shall be in the public domain, unless such event shall have occurred as a result of wrongful conduct by Promisor or Promisor’s agents, servants, officers, or employees or a breach of the covenants set forth in this Agreement.
Equitable Relief – Promisor acknowledges and agrees that a breach of the provisions of Paragraph 3 or 4 of this Agreement would cause Nuevva to suffer irreparable damage that could not be adequately remedied by an action at law. Accordingly, Promisor agrees that Nuevva shall have the right to seek performance of the provisions of Paragraph 3 to enjoin a breach or attempted breach of the provisions thereof, such right being in addition to all other rights and remedies that are available to Nuevva at law, in equity, or otherwise.
I hereby acknowledge and accept the terms of the above Non-Disclosure Agreement.