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Effective URL: https://app.pandadoc.com/p/df14dd862529b6e9120e5a7972830308a4a1e265
Submission: On May 21 via manual from US — Scanned from DE
Form analysis 1 forms found in the DOM
<form class="Form-sc-1eto9oe-0 knXoGY"><span class="GhostSpan-sc-1y1poja-0 ireonh">LetsGetChecked</span><input readonly="" class="Input-ry32wu-0 gAQxgy" value="LetsGetChecked" style="width: 158px;"></form>Text Content
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LetsGetChecked
BY WENDY PARA
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VT
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LETSGETCHECKED
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DIAMOND AGE DATA SCIENCE, LLC
MUTUAL NON-DISCLOSURE AGREEMENT
This Mutual Non-Disclosure Agreement (“Agreement”) is entered into as of (the
“Effective Date”) by and between Diamond Age Data Science, LLC (hereinafter
"Diamond Age") and LetsGetChecked Inc (hereinafter "Company"). Diamond Age and
Company agree to the terms and conditions stated below:
1. Each party intends to and may make available to the other party information
that is generally not known to the public and at the time of disclosure is
marked as, or would reasonably be understood by the receiving party to be,
proprietary or confidential (collectively, “Confidential Information”).
Confidential Information may be disclosed in oral, written, visual,
electronic or other form. Confidential Information may include, but is not
limited to: (a) business plans, strategies, forecasts, projects and
analyses; (b) business processes, methods, products, and models; (c)
financial information and pricing; (d) information on customers, employees,
business partners, and/or suppliers; (e) designs, architecture, structure,
and/or protocols regarding hardware, software, or systems; (f) product and
service specifications; (f) information on sales, marketing and/or business
development; (g) processes, methods, models, and practices, and, (h)
information that is traditionally considered to be proprietary and
confidential.
2.
The receiving party shall receive and use the disclosing party’s Confidential
Information solely for the purpose of exploring business opportunities of mutual
interest (“Purpose”) during the term of this Agreement. Neither party shall be
obligated, by virtue of this Agreement, to disclose any or all of its
Confidential Information to the other party.
3.
The receiving party shall keep all of the disclosing party’s Confidential
Information in confidence and the receiving party shall not use such
Confidential Information except for the Purpose. The receiving party shall limit
access to the disclosing party’s Confidential Information: (a) to its employees
with a bona fide need to know in connection with the Purpose; and (b) to its
affiliates, officers, directors, consultants, attorneys, accountants, agents or
other representatives (each, a “Representative”) who have a need to have access
to such Confidential Information solely in connection with the Purpose and who
are informed of and are bound by obligations of confidentiality substantially
similar to those contained herein. Each party will be responsible for any breach
of this Agreement by its respective Representatives.
4.
All Confidential Information (along with all copies or duplicates thereof) shall
be returned promptly to the disclosing party or destroyed (and certified as
destroyed by the receiving party) upon the request of the disclosing party;
provided however, that such request is made within the duration period of the
obligations of confidentiality as set forth below in Paragraph 9. Any copies of
the Confidential Information made by the receiving party shall reproduce the
proprietary markings and any other legends contained thereon. The receiving
party (a) shall not be required to return or destroy copies of the disclosing
party’s Confidential Information from its disaster recovery and/or business
continuity databases, where doing so would be commercially impracticable, and
(b) may retain a single archive copy of the Confidential Information to monitor
compliance with this Agreement, provided that in either case the receiving party
maintains the Confidential Information in compliance with the terms of this
Agreement until destroyed.
5.
No information shall be deemed Confidential Information, and the restrictions
herein on use and disclosure shall not apply, to any information:
a.
which was known to the receiving party, as demonstrated through its written
records, prior to the time of receipt under this Agreement;
b.
which is or becomes public or available to the general public other than through
any act or default of the receiving party;
c.
which is used or disclosed with prior written approval of the disclosing party;
d.
which, without breach of this Agreement, is independently developed by the
receiving party; or,
1. which is obtained by the receiving party from a third party who, to the best
of receiving party's knowledge, is in lawful possession of such information
and who did not acquire the same under an obligation of confidence directly
or indirectly from the disclosing party.
6.
If the receiving party is ordered or requested to disclose any Confidential
Information provided by the disclosing party, pursuant to a court or
administrative order, subpoena, summons, or other legal process, the receiving
party will promptly notify the disclosing party (unless prohibited from doing so
by law, rule, regulation or court order) in order that the disclosing party may
have the opportunity to seek a protective order or take other appropriate
action. The receiving party will also cooperate, at the disclosing party’s
expense, in the disclosing party’s efforts to obtain a protective order or other
reasonable assurance that confidential treatment will be accorded the
information. If the receiving party, in its’ reasonable discretion believes it
is compelled as a matter of law to disclose the Confidential Information
provided by the disclosing party, the receiving party may disclose to the party
compelling disclosure only the part of such Confidential Information as is
required by law to be disclosed in the receiving party’s reasonable and good
faith discretion, and the receiving party will use commercially reasonable
efforts to obtain confidential treatment therefor.
7.
In the event that a receiving party has or acquires actual knowledge of any
breach of the confidentiality of, or the misappropriation of, any Confidential
Information received under this Agreement, such party shall promptly give notice
thereof to the other party.
8.
Each party represents that to the best of its knowledge and belief it has the
right to disclose such Confidential Information for the Purpose stated above.
Neither party warrants that the Confidential Information it discloses hereunder
will meet the requirements of the other party or that such Confidential
Information when combined with other information or when used in a particular
manner by the receiving party will be sufficient or suitable for the receiving
party’s purposes. The disclosing party does not assume any responsibility or
liability whatsoever under this Agreement for any use of Confidential
Information by the receiving party.
9.
The term of this Agreement shall commence upon the Effective Date and shall
continue in effect until terminated by either party hereto for any reason
whatsoever by providing thirty (30) days prior written notice to the other
party. The foregoing notwithstanding, the duration of all obligations of
confidentiality set forth herein is the greater of (x) five (5) years from the
date of disclosure, or (y) for as long as such Confidential Information is
protected under applicable law.
10. The parties hereto shall perform their respective obligations hereunder
without charge to the other.
11.
Nothing in this Agreement shall be construed, by implication or otherwise, to
grant any right or license to a party under any patent, invention, copyright, or
any other intellectual property right, now or hereafter owned or controlled by
the other party.
12.
Neither party shall issue any news releases, advertising or promotional releases
relating to this Agreement without the prior written approval of the other
party. Such approval shall not be unreasonably withheld. Prior to responding to
any inquiry, that either party receives from news media concerning this
Agreement, the parties shall coordinate their responses with each other.
13.
All notices to the parties under this Agreement shall be in writing and sent to
the names and addresses as set forth below. Either party may change such name
and address by notice to the other in accordance herewith, and any such change
shall take effect immediately upon receipt of such notice.
Select date
Diamond Age Data Science, LLC
26 Ivaloo Street
____
Somerville, MA, 02143
Attn: Eleanor Howe
Attn.: ________________________
14.
Each party acknowledges that any breach of any of its obligations with respect
to confidentiality or use of Confidential Information hereunder is likely to
cause or threaten irreparable harm to the other party. The parties therefore
agree that in the event of such breach by either party, the other party shall be
entitled to seek equitable relief to protect its interests, including but not
limited to preliminary and permanent injunctive relief, without the necessity of
proving any actual damages sustained by the disclosing party, and without the
requirement of bond or security, as well as monetary damages. Moreover, any such
award of relief to the discloser of such Confidential Information shall include
recovery of all actual and reasonable costs associated with enforcement of this
Agreement including, without limitation, attorneys’ fees.
15.
This Agreement shall be governed by and construed in accordance with the laws of
the Commonwealth of Massachusetts regardless of the laws that might otherwise
govern under applicable Massachusetts principles of conflicts of law.
16.
The parties hereto acknowledge their respective obligations to control access to
technical information and material under the U.S. Export Laws and Regulations
and agree to adhere to such Laws and Regulations with regard to any technical
information and material received under this Agreement.
17.
This Agreement constitutes the entire agreement between the parties hereto and
supersedes all previous agreements and understandings, whether oral or written,
express or implied, relating to subject matter of this Agreement. This Agreement
may not be altered, amended, or modified except by written instrument signed by
the duly authorized representatives of both parties hereto.
18.
This Agreement may not be assigned, in whole or in part, by either party without
the prior written consent of the other party. Notwithstanding the foregoing,
either party may assign or transfer this Agreement to a wholly-owned subsidiary,
in the event of a purchase of substantially all of such party’s assets, or in
the event of a corporate form reorganization (e.g., LLC to C-Corporation).
19.
This Agreement is not intended to create or evidence any partnership, joint
venture, agency, or similar relationship of any kind whatsoever. Unless a
definitive agreement between the parties is executed and delivered, neither
party will be under any legal obligation with respect to implementing any
business opportunity.
The parties hereto have caused this Agreement to be executed by their duly
authorized representatives as of the Effective Date. The parties hereto agree
that a facsimile transmission, or other electronic transmission, of this fully
executed Agreement shall constitute an original and legally binding document.
Diamond Age Data Science, LLC
By: ______________________________
By: ________________________________
______________________________
Eleanor Howe, Founder & CEO
Name and Title of Signer
Signature
Signature
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