®RANDY C. MOYSE · President · InventorsHQ
· E-mail ran2man@earthlink.net · www.InventorsHQ.com
®
RANDY
C. MOYSE ·
President
·
InventorsHQ
·
E-mail
ran2man@earthlink.net ·
www.InventorsHQ.com
Nondisclosure►No Compete►Confidentiality
Agreement
Parties.
This Nondisclosure agreement is entered into by and between Randy C. Moyse owner/President of InventorsHQ, Inventors Mentoring Services and or his representatives and , for the purpose of preventing the unauthorized disclosure of Confidential Information & non-competitive business practices (as defined below).
Summary.
Disclosing party may disclose confidential and proprietary trade secret information to receiving party. The parties mutually agree to enter into a confidential relationship with respect to the disclosure of certain proprietary and confidential information (the "Confidential Information”).
Definition of Confidential Information (Written or Oral).
For
purposes of this Agreement, * "Confidential Information" shall include
all information or material that has or could have commercial value or other
utility in the business in which disclosing party is engaged. In the event that
Confidential Information is in written form, the disclosing party shall label or
stamp the materials with the word "Confidential" or some similar
warning. In the event that Confidential Material is transmitted orally, the
disclosing party shall promptly provide a writing indicating that such oral
communication constituted Confidential Information.
* Under no circumstances are the product or products and or relationship to the products between Randy C. Moyse and your company to be discussed with any other company outside the products direct development needs. This is to be held in the strictest confidentiality.
Exclusions from Confidential Information.
Receiving party's obligations under this Agreement shall not extend to information that is: (a) publicly known at the time of disclosure under this Agreement or subsequently becomes publicly known through no fault of the receiving party; (b) discovered or created by the receiving party prior to the time of disclosure by disclosing party; or (c) otherwise learned by the receiving party through legitimate means other than from the disclosing party or anyone connected with the disclosing party.
Obligations of Receiving Party.
The
receiving party shall hold and maintain the Confidential Information of the
other party in strictest confidence for the sole and exclusive benefit of the
disclosing party. The receiving party shall carefully restrict access to any
such Confidential Information to persons bound by this Agreement, only on a
need-to-know basis. The receiving party shall not, without prior written
approval of the disclosing party, use for the receiving party's own benefit,
publish, copy, or otherwise disclose to others, or permit the use by others for
their benefit or to the detriment of the disclosing party, any of the
Confidential Information. The receiving party shall return to disclosing party
any and all records, notes, and other written, printed, or tangible materials in
its possession pertaining to the Confidential Information immediately on the
written request of disclosing party.
No
Compete clause.
The receiving company after receiving a product and or suggestions of a product or prototypes meant for development with your company will now enter into a non-competitive agreement specifically covering any and all products so indicated by this or any other agreements made with Randy C. Moyse or his two companies Inventors HQ or Inventors Mentoring Services and or clients represented by himself or businesses.
By definition this would mean that no other products will or would be made similar that would strive for acceptance or accomplish the same or similar task without Randy C. Moyse’s approval or his company being duly compensated, whichever Randy C. Moyse deems appropriate.
Time Periods.
The nondisclosure, confidentiality, and non-competitive provisions of this Agreement shall survive the termination of any relationship between the disclosing party and the receiving party.
Miscellaneous.
Nothing
contained in this Agreement shall be deemed to constitute either party a
partner, joint venture or employee of the other party for any purpose. This
Agreement may not be amended except in a writing signed by both parties. If a
court finds any provision of this Agreement invalid or unenforceable as applied
to any circumstance, the remainder of this Agreement shall be interpreted so as
best to effect the intent of the parties. This Agreement shall be governed by
and interpreted in accordance with the laws of the State of Washington. Any
controversy or claim arising out of or relating to this Agreement, or the breach
of this Agreement, shall be settled by arbitration in accordance with the rules
of the American Arbitration Association and judgment upon the award rendered by
the arbitrator(s) may be entered in any court having jurisdiction. The
prevailing party shall have the right to collect from the other party its
reasonable costs and attorneys fees incurred in enforcing this agreement. Any
such arbitration hearing shall include a written transcript of the proceedings
and a written explanation for any final determination. This Agreement expresses
the complete understanding of the parties with respect to the subject matter and
supersedes all prior proposals, agreements, representations and understandings.
This Agreement and each party's obligations shall be binding on the
representatives, assigns and successors of such party. Each party has signed
this Agreement through its authorized representative.
Safety
and or health issues.
Randy C. Moyse and his companies (outlined above) will not be held liable for any safety concerns in the use of the products developed by your company. Should any health or safety concerns or issues arise from the products development from your company they alone would be considered your liability. As well as health or safety issues concerned in the over all development or construction of and products derived from Randy C. Moyse or his businesses (outlined above).
Derivatives.
It is understood
that any products developed from and or derived from the information or
subsequent information from the building or use of this product or any other
conversation or suggestions from Randy C. Moyse concerning this or any other of
Randy C. Moyse’s products will be deemed a derivative and therefore he will be
compensated in a mutually acceptable manner.
This also
includes any bits or pieces of the product and or information regarding the
product. It will also be considered
a derivative if any of the parts used in a subsequent product is made by your
company that was not originally thought of or in use with out the direct
influence of the product or product parts introduced by or a conversation with
Randy C. Moyse or his business representatives (as outlined above).
______________________________________________________________
signed
by:
witnessed
by:
dated:
______________________________________________________________
company:
agents title: