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MUTUAL NON-DISCLOSURE AGREEMENT

 1. Last updated Mar 30, 2017
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Download here: BluBØX MNDA Rev_5.pdf

 

 

 

MUTUAL NON-DISCLOSURE AGREEMENT

Effective Date: ________________ 2017

 

Made by and between:

BluBØX Security Inc., a Massachusetts corporation, located at 9 Bartlet Street,
Suite 334, Andover, MA 01803.

AND

__________________________________________________________________________
(the “Other Party”)

WHEREAS, the above parties are engaged in discussions concerning a potential
business transaction, strategic relationship, or other mutually beneficial
arrangement (the“Purpose”); and

WHEREAS, in order to facilitate such discussions business transactions and
strategic relationship, certain Confidential Information (as hereinafter
defined) may be disclosed between the parties.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, it is agreed as follows:

 1.  Obligations. This Agreement confirms the understanding between the parties
     concerning their mutual obligations of confidentiality and the restrictions
     on use and disclosure of the Confidential Information that is furnished
     between the partiespursuant to this Agreement.
 2.  Definition of “Confidential Information”.
     1. “Confidential Information” shall mean all non-public, confidential
        information disclosed before, on or after the Effective Date, by either
        party (the “Disclosing Mutual Non-Disclosure Agreement to the other
        party (the “Receiving Party”), whether in written, oral, printed,
        electronic, machine readable, or other form. Confidential Information”
        shall include, but not be limited to, product plans, designs, business
        plans, financial or economic statements, schedules, records, information
        and/or data, market research and analysis, marketing plans, costs,
        customer and supplier lists, price schedules, pricing methods, lists or
        schedules of sales representatives, strategies, forecasts, computer
        programs, technical data, know-how, trade secrets, discoveries,
        inventions and any other intellectual property (whether or not
        patented),
     2. Confidential Information shall also include any and all analyses,
        compilations and other materials prepared by the Receiving Party or any
        of its officers, directors, partners, members, managers, employees,
        representatives, affiliates or agents, as applicable (collectively,
        “Representatives”) containing or based in whole or in part on
        Confidential Information furnished by the Disclosing Party or its
        Representatives or otherwise obtained by the Receiving Party or its
        Representatives. For the purposes of this agreement, “affiliate” shall
        have the meaning ascribed to such term in Rule 405 under the Securities
        Act of 1933, as amended.
     3. All Confidential Information must be conspicuously labeled by the
        Disclosing Party as “Confidential”, “Proprietary” or with a similar
        legend. If Confidential Information is disclosed orally or by
        demonstration, it must be specifically designated by the Disclosing
        Party as Confidential Information at the time of disclosure and
        contained in an itemized written listing to be sent to the Receiving
        Party by the Disclosing Party within thirty (30) days following such
        initial disclosure.
 3.  Exceptions. For the purposes of this Agreement, Confidential Information
     shall not include information that:
     1. At the time of disclosure is, or thereafter becomes, generally available
        to the public other than as a result of, directly or indirectly, any
        violation of this Agreement by the Receiving Party or any of its
        Representatives; or
     2. At the time of disclosure is, or thereafter becomes, available to the
        Receiving Party on a non-confidential basis from a third-party source,
        provided that such third party is not and was not prohibited or
        restricted from disclosing such Confidential Information to the
        Receiving Party by an agreement with the Disclosing Party; or
     3. Was known by or in the possession of the Receiving Party or its
        Representatives, as established by documentary evidence, prior to being
        disclosed by or on behalf of the Disclosing Party pursuant to this
        Agreement; or
     4. Was or is independently developed by the Receiving Party, as established
        by documentary evidence, without reference to or use of, in whole or in
        part, any of the Disclosing Party's Confidential Information.
 4.  Confidentiality. The parties acknowledge that each party considers the
     Confidential Information it discloses to be proprietary and confidential.
     The Receiving Party agrees that it shall (a) keep Confidential Information
     strictly confidential, (b) use Confidential Information solely in
     connection with the Purpose, (c) not use Confidential Information in any
     manner to the Disclosing Party’s detriment, including, but not limited
     to,reverse engineering, disassembling, decompiling or designing around the
     Disclosing Party’s proprietary services, products and/or confidential
     intellectual property and (d) not disclose the Confidential Information,
     without the prior written consent of the Disclosing Party, directly or
     indirectly, in any manner whatsoever, in whole or in part to any person or
     entity, except the Receiving Party may disclose Confidential Information to
     its Representatives in accordance with Section 5 hereof. In addition,
     neither party will disclose to any person or entity any of the terms,
     conditions or other facts of the Purpose, including the status thereof,
     except either party may disclose such information to its Representatives in
     accordance with Section 5 hereof or as may be required by law, rule or
     regulation in accordance with Section 6 hereof. The term "person" shall be
     broadly interpreted to include, but not be limited to, any corporation,
     limited liability company, general or limited partnership, business trust,
     unincorporated associated or other entity or individual.
 5.  Disclosures to Representatives. The Receiving Party may disclose
     Confidential Information or portions thereof to those of its
     Representatives who need to knowsuch Confidential Information in connection
     with the Receiving Party’s evaluation of the Purpose; provided, however,
     that the Receiving Party shall have informed such Representative of the
     confidential nature of the Confidential Information and such Representative
     shall have become subject to the confidentiality duties and obligations of
     the Receiving Party under this Agreement. The Receiving Party agrees to
     monitor the activities of all such Representatives who receive or otherwise
     gain access to the Confidential Information for the purpose of ensuring
     compliance with this Agreement. B The Receiving Party agrees to be
     responsible for any breach of this Agreement by its Representatives.
 6.  Disclosures Required by Law. Notwithstanding any provision in this
     Agreement to the contrary, the Receiving Party may disclose the
     Confidential Information or portions thereof to the extent required to
     comply with applicable Federal, state, or local law or regulation, an order
     issued by a court or governmental agency of competent jurisdiction;
     provided, however, that, prior to disclosing any Confidential Information
     pursuant to such law or regulation, or order of such court or governmental
     agency, the Receiving Party shall give the Disclosing Party prompt notice
     so that the Disclosing Party may seek, in its sole discretion, a protective
     order or other appropriate remedy. If, in the absence of a protective order
     (or other protective remedy), the ReceivingParty is nonetheless compelled
     to disclose Confidential Information, the Receiving Party may disclose such
     information without liability hereunder, provided that (i) the Receiving
     Party gives written notice to the Disclosing Party of the Confidential
     Information to be disclosed as far in advance of its disclosure as is
     practicable and, upon the Disclosing Party’s request, the Receiving Party
     shall use best efforts to obtain assurances that confidential treatment
     will be accorded to such Confidential Information; and (ii) only that
     portion of the Confidential Information which the Receiving Party is
     advised in writing by its counsel is legally required to be disclosed will
     be disclosed.
 7.  Ownership of Confidential Information. The Disclosing Party hereby retains
     its entire right, title and interest, including all intellectual property
     rights, in and to all of its Confidential Information. Any disclosure of
     such Confidential Information hereunder shall not be construed as an
     assignment, grant, option, license or other transfer of any such right,
     title or interest whatsoever to the Receiving Party or any of its
     Representatives.
 8.  No Warranties or Representations as to Confidential Information. Neither
     the Disclosing Party nor any of its Representatives makes any express or
     implied representation or warranty as to the accuracy or completeness of
     its Confidential Information, and the Disclosing Party shall not have any
     liability to the ReceivingParty or any of its Representatives relating to
     or arising from the Receiving Party or its Representatives use of any
     Confidential Information or for any errors therein or omissions therefrom.
 9.  Return of Information. Upon the Disclosing Party’s request, which may be
     made at any time, the Receiving Party will either promptly redeliver and
     return to the DisclosingParty or destroy (whichever is elected by the
     Disclosing Party) all copies of the Confidential Information and any other
     written, entered or recorded material, data or information containing or
     reflecting any information in the Confidential Information (whether
     presented, offered or prepared by the Disclosing Party, its Representatives
     or otherwise), and will not retain any copies, extracts, recordings, discs
     or other reproductions or recordings in whole or in part of such material
     or information. If the Disclosing Party has requested that the Receiving
     Party destroy all copies of the Confidential Information pursuant to this
     Section 9, such destruction shall be contemporaneously certified in writing
     to the Disclosing Party by an authorized officer of the Receiving Party
     supervising such destruction.
 10. Hiring, Soliciting of Employees - Each party agrees that, for a period of
     two (2) years beginning on the date of this Agreement, neither they nor any
     of their Representatives, will, without the prior written consent of the
     other party, hire, solicit to hire or seek to cause to leave the employ of
     the other party any employee of the other party, or any affiliate of it ,
     including but not limited to, any executive or manager of the other party.
     Notwithstanding the foregoing a party shall not be prohibited from hiring
     an employee of the other party resulting solely from; advertising of open
     positions, participating in job fairs or the like, or other forms of
     soliciting candidates for employment which are general in nature or not
     specifically and solely aimed at a given employee of the other party,
     unsolicited inquiries about employment opportunities from headhunters or
     other agents acting for unidentified principals, unsolicited inquiries
     about employment opportunities from any employee, or employees of either
     party terminated as a result of general reduction or workforce.
 11. Term.
     1. This Agreement shall come into effect on the execution date first
        written herein, and shall expire after one year.
     2. Notwithstanding Section 11 (a) above, Section 4 hereof shall remain in
        effect for three (3) years after the termination or expiration of this
        Agreement, and Sections 9, 11(b) and Section 14 shall survive in
        perpetuity.
 12. Need for Definitive Agreement. Each of the parties agrees that, unless and
     until a definitive written agreement between the parties with respect to
     the Purpose has been executed and delivered, neither party will be under
     any obligation of any kind whatsoever with respect thereto by virtue of
     this or any written or oral expression Mutual Non-Disclosure Agreement Page
     | 6 BluB0X Document Rev 5 -17-03-28 concerning such a transaction, except,
     in the case of this Agreement, for thematters specifically agreed to
     herein.
 13. Equitable Relief. Each party acknowledges and agrees that, in the event of
     any breach or threatened breach of any provision of this Agreement by the
     Receiving Party, or any of its Representatives, money damages will not
     suffice and the Disclosing Party will be without an adequate remedy at law
     and, accordingly, shall be entitled to enforce such provisions by seeking
     temporary or permanent injunctive or mandatory relief obtained in an action
     or proceeding instituted in any court of competent jurisdiction without the
     necessity of proving damages or posting any bond or other security and
     without prejudice to any other rights or remedies which it may have at law
     or in equity.
 14. Governing Law; Consent to Arbitration and Jurisdiction.
     1. This Agreement shall be construed and interpreted in accordance with,
        and governed by, the law of the State of New York without regard for
        itsconflict of laws rules.
     2. Any and all claims arising out of, relating to, or in connection with
        this Agreement, including, without limitation, issues relating to the
        arbitrability of any such dispute, shall be submitted to and settled by
        expedited binding arbitration in the State of New York pursuant to the
        Commercial Arbitration Rules of the American Arbitration Association
        (“AAA”) using one arbitrator. Initially the parties shall jointly pay
        the AAA costs; provided, however, the non-prevailing party shall pay the
        prevailing party all of its costs, expenses and reasonable attorney's
        fees incurred therein and such costs shall be included in part of any
        judgment entered in any such action. The State of New York shall be the
        exclusive venue for such a dispute, including but not limited to, all
        pre-trial motions and party depositions. The State and Federal courts
        situated in New York shall have exclusive jurisdiction to hear all
        post-arbitration issues, including all motions to confirm or reject an
        award, with each party hereby irrevocably consenting to the exclusive
        jurisdiction thereof. The arbitration award and/or judgment shall be
        given full faith and credit in any jurisdiction in the world.
 15. Entire Agreement. This Agreement sets forth the entire agreement and
     understanding of the parties with respect to the subject matter hereof and
     supersedes all prior and contemporaneous agreements, arrangements and
     understandings relating thereto.
 16. Amendments; Waivers. This Agreement may be amended only by a written
     instrument executed by each party or, in the case of a waiver, by the
     Disclosing Party. The failure of the Disclosing Party at any time or times
     to require performance of any provision hereof shall in no manner affect
     its right at a later time to enforce such provision or any other provision.
     No waiver by the Disclosing Party of the breach of any term contained
     herein, whether by conduct or otherwise, in any one or more instances,
     shall be deemed to be or construed as a further or continuing waiver of any
     such breach orthe breach of any other term of this Agreement.
 17. Notices. Any notice, request, demand, statement, authorization, approval or
     consent required or permitted to be made hereunder shall be in writing and
     shall be either (a) hand delivered, (b) sent by Federal Express, or other
     reputable courier service, or (c) emailed, and shall be deemed given when
     received at the following addresses:
     1. If to BluBØX Security Inc., at:
        1. BluBØX Security Inc.
           9 Bartlet Street, Suite 334
           Andover, MA 01803
        2. With a copy to:
           1. Patrick deCavaignac
              Email: patdecav@blub0x.com
        3. If to the Other Party, at:
           1. The address shown on the first page of this Agreement. or at such
              other address as any party may specify by notice given to the
              other party in accordance with this Section.
 18. Successors and Assigns. This Agreement shall be binding upon and shall
     inure to the benefit of the successors and assigns of the parties hereto.
 19. Severability. If any provision, or part thereof, of this Agreement shall be
     held to be invalid or unenforceable, such invalidity or unenforceability
     shall attach only to such provision and not in any way affect or render
     invalid or unenforceable any other provisions of this Agreement, and this
     Agreement shall be carried out as if such invalid or unenforceable
     provision, or part thereof, had been reformed, and any court of competent
     jurisdiction or arbiters, as the case may be, are authorized to so reform
      such invalid or unenforceable provision, or part thereof, so that it would
     be valid, legal and enforceable to the fullest extent permitted by
     applicable law.
 20. Counterparts; Facsimile and Email Signatures. This Agreement may be
     executed in separate counterparts, each of which counterparts shall be
     deemed an original and all of which counterparts shall together constitute
     one and the same agreement. Facsimile, PDF and email signatures shall be
     deemed to be original signatures.
 21. Representation by Counsel; Interpretation. The parties acknowledge that
     they have been represented by counsel, or afforded the opportunity to be
     represented by counsel, in connection with this Agreement. Accordingly, any
     rule or law or any legal decision that would require the interpretation of
     any claimed ambiguities in this Agreement against the party that drafted it
     has no application and is expressly waived by the parties. The provisions
     of this Agreement shall be interpreted in a reasonable manner to give
     effect to the intent of the parties hereto.

 

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.

 

 

BluBØX Security, Inc.


_____________________________________
Patrick de Cavaignac
Sr. Vice president and COO

OTHER PARTY:

_____________________________________
Organization

 

_____________________________________
Signature

 

_____________________________________
Name 

 

_____________________________________
Title


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