MUTUAL
CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT
This Agreement dated
_________________, ____________, 20____ is between
MCSD, LLC, a Florida corporation with principal
offices located at 5301 West Cypress Street, Suite 105 Tampa, Florida 33607 and ______________________,
a _____________________ corporation with principal
offices located at ______________________________,
("Second Party").
MCSD, LLC and Second
Party plan to commence confidential discussions
concerning the possibility of entering into a
business arrangement. In the course of discussions
MCSD, LLC and Second Party will be exchanging proprietary
business information with each other.
NOW THEREFORE,
MCSD, LLC and Second Party agree for themselves and
on behalf of their respective representatives
as follows:
1. A. Each
party will hold and maintain in confidence any
information disclosed to it by the other party
that such other party designates in writing as
being proprietary or confidential information
(all such information in the aggregate referred
to as "Confidential Information".
Confidential Information includes, without limitation,
the existence and content of the negotiations
and discussions regarding the contemplated business
arrangement between the parties, financial information
and records, sales, cost, and profit data, pricing
information, customer lists, market information
and all analyses, compilations, studies or other
documents prepared by the recipient or its representatives
containing or based in whole or in part on any
Confidential Information obtained from the other
party or its representatives.
B. To the extent
practicable, Confidential Information is to be
disclosed in documentary or tangible form and
any Confidential Information that is disclosed
orally is subject to the terms hereof only if
confirmed by the disclosing party in writing to
be proprietary within 15 days of disclosure. Notwithstanding
anything in this Agreement to the contrary, the
amount, type, and items of Confidential Information
disclosed by a party are solely within the discretion
of the disclosing party and a party may refuse
to disclose information if it believes that it
is not in its best interests to do so. In addition,
neither party makes any representation or warranty
as to the accuracy or completeness of its respective
Confidential Information.
Each party
agrees to (i) use the Confidential Information
of the other party solely for the purposes of
evaluating the contemplated business arrangement
between the parties and not to use Confidential
Information in any way detrimental to the other
party or its affiliates or for any other purpose,
(ii) not disclose Confidential Information to
any person (broadly interpreted to include without
limitation any corporation, company, partnership
and individual) without the prior written approval
of the other party, and (iii) limit the disclosure
of Confidential Information to its representatives
whose duties and responsibilities require their
need to know the Confidential Information and
then only provided that there is a clear understanding
on the part of such representatives of their obligation
to maintain the confidentiality of the Confidential
Information in accordance with the terms hereof.
All Confidential
Information obtained by a party or its representatives
remains the property of the disclosing party,
and upon the request of the disclosing party must
be immediately destroyed or returned, along with
all copies, summaries and reproductions.
4. Nothing
in this Agreement is to be construed as granting
or conferring any rights by license or otherwise,
express or implied, for any invention, discovery,
or improvement made, conceived or acquired with
respect to the Confidential Information prior
to or after the date of this Agreement.
5. No failure
or delay by a party in exercising any right, power
or privilege hereunder operates as a waiver. Each
party is entitled to equitable relief, including
injunction and specific performance, in the event
of any breach of the provisions of this Agreement
by the other party.
6. This Agreement
may be executed in counterparts, all of which
together constitute one and the same document
and any of which is deemed an original without
production of the other copies. This Agreement
represents the entire understanding between the
parties pertaining to the Confidential Information
and any prior agreements regarding the same are
superseded.
7. The obligations
under this Agreement do not apply to any portion
of the Confidential Information which (i) is or
becomes public knowledge through no fault of the
recipient, (ii) is in the lawful possession of
recipient prior to disclosure to it by the other
party, (iii) is disclosed to recipient without
restriction on disclosure by a person who has
the lawful right to disclose the information,
or (iv) is disclosed pursuant to the lawful requirement
or formal request of a governmental agency. Nevertheless,
if recipient or its representatives are requested
or become legally compelled to disclose any of
the Confidential Information of the disclosing
party or the fact that Confidential Information
has been made available to the recipient or its
representatives, the recipient agrees on behalf
of itself and its representatives that the disclosing
party will be provided with prompt written notice
of such requests so that the disclosing party
has the opportunity to pursue its legal and equitable
remedies regarding such potential disclosure.
8. Either party
may terminate this Agreement upon written notice
to the other party. Notwithstanding such termination,
all rights and obligations hereunder survive with
respect to the Confidential Information disclosed
prior to such termination. Notice to be sent to
both parties at above addresses.
The parties
have executed this Agreement by their duly authorized
representatives intending to be bound thereby.
| Company:
MCSD, LLC |
Company |
| By:_________________________ |
By:
__________________________ |
| Name:
Matthew Brown |
Name:
_______________________ |
| Title:
Managing Partner |
Title:
________________________ |
|
Date:_______________________ |
Date:
________________________ |
Confidential
Please
print this and fax it to: 813.435.2388
Attn: Telecom Manager, then call us at 866-881-3229
to discuss your project.
