GoZone WiFi

GoZone WiFi Mutual Non-Disclosure Agreement


This Agreement is made and entered into as of the last date signed below (the “Effective Date”) by and between  a(n)  , having its principal place of business at  (“SECOND PARTY”) and GoZone WiFi LLC, a Florida LLC whose principal mailing address is 1211 1st Ave North, Suite 202, St. Petersburg, FL 33705 (“GZ”).

WHEREAS GZ and the Second Party (the “Parties”) have an interest in participating in discussions wherein either Party might share information with the other that the disclosing Party considers to be proprietary and confidential to itself (“Confidential Information”); and

                WHEREAS the Parties agree that Confidential Information of a Party might include, but not be limited to that Party’s: (1) business plans, methods, and practices; (2) personnel, customers, and suppliers; (3) inventions, processes, methods, products, patent applications, and other proprietary rights; or (4) specifications, drawings, sketches, models, samples, tools, computer programs, technical information, or other related information;

                NOW, THEREFORE, the Parties agree as follows:

  1. Either Party may disclose Confidential Information to the other Party in confidence provided that the disclosing Party identifies such information as proprietary and confidential either by marking it, in the case of written materials, or, in the case of information that is disclosed orally or written materials that are not marked, by notifying the other Party of the proprietary and confidential nature of the information, such notification to be done orally, by e-mail or written correspondence, or via other means of communication as might be appropriate.
  2. When informed of the proprietary and confidential nature of Confidential Information that has been disclosed by the other Party, the receiving Party (“Recipient”) shall, for a period of three (3) years from the date of disclosure, refrain from disclosing such Confidential Information to any contractor or other third party without prior, written approval from the disclosing Party and shall protect such Confidential Information from inadvertent disclosure to a third party using the same care and diligence that the Recipient uses to protect its own proprietary and confidential information, but in no case less than reasonable care. The Recipient shall ensure that each of its employees, officers, directors, or agents who has access to Confidential Information disclosed under this Agreement is informed of its proprietary and confidential nature and is required to abide by the terms of this Agreement.  The Recipient of Confidential Information disclosed under this Agreement shall promptly notify the disclosing Party of any disclosure of such Confidential Information in violation of this Agreement or of any subpoena or other legal process requiring production or disclosure of said Confidential Information.
  3. The Confidential Information will be used by the Recipient solely for the purpose of evaluating the desirability of entering into a transaction with the disclosing Party, and the terms of any such transaction, and may not be used in any way directly or indirectly in competition with or detrimental to the disclosing Party. Without limiting the generality of the foregoing, from and after the date hereof, for a period of two (2) years, the Recipient will not, directly or indirectly, hold any discussions whatsoever with the other Party’s customers or suppliers regarding any possible transaction between the said customers or suppliers and such Party, or directly or indirectly take any actions to circumvent this Agreement.
  4. All Confidential Information disclosed under this Agreement shall be and remain the property of the disclosing Party and nothing contained in this Agreement shall be construed as granting or conferring any rights to such Confidential Information on the other Party. The Recipient shall honor any request from the disclosing Party to promptly return or destroy all copies of Confidential Information disclosed under this Agreement and all notes related to such Confidential Information.  The Parties agree that the disclosing Party will suffer irreparable injury if its Confidential Information is made public, released to a third party, or otherwise disclosed in breach of this Agreement and that the disclosing Party shall be entitled, without the necessity of posting a bond, to seek injunctive relief against a threatened breach or continuation of any such breach. Said remedy shall be in addition to any other legal or equitable remedies available to the Parties.
  5. The terms of this Agreement shall not be construed to limit either Party’s right to develop independently or acquire products without use of the other Party’s Confidential Information. The disclosing party acknowledges that the Recipient may currently or in the future be developing information internally, or receiving information from other parties, that is similar to the Confidential Information. Nothing in this Agreement will prohibit the Recipient from developing or having developed for it products, concepts, systems or techniques that are similar to or compete with the products, concepts, systems or techniques contemplated by or embodied in the Confidential Information provided that the Recipient does not violate any of its obligations under this Agreement in connection with such development.
  6. Notwithstanding the above, the Parties agree that information shall not be deemed Confidential Information and the Recipient shall have no obligation to hold in confidence such information, where such information:
    • Is already known to the Recipient, having been disclosed to the Recipient by a third party without such third party having an obligation of confidentiality to the disclosing Party; or
    • Is or becomes publicly known through no wrongful act of the Recipient, its employees, officers, directors, or agents; or
    • Is independently developed by the Recipient without reference to any Confidential Information disclosed hereunder; or
    • Is approved for release (and only to the extent so approved) by the disclosing Party; or
    • Is disclosed pursuant to the lawful requirement of a court or governmental agency or where required by operation of law.
  7. Nothing in this Agreement shall be construed to constitute an agency, partnership, joint venture, or other similar relationship between the Parties.
  8. Neither Party will, without prior approval of the other Party, make any public announcement of or otherwise disclose the existence or the terms of this Agreement.
  9. UNITED STATES EXPORT CONTROL LAWS AND REGULATIONS. Technical data exchanged hereunder may be subject to United States Export Control Laws and Regulations. Accordingly, the Receiving Party shall not transfer such data directly or indirectly to any third person or firm, country or countries, without specific authorization from the Disclosing Party.
  10. GOVERNING LAW. The parties agree that this Agreement shall be interpreted and construed both as to performance and validity in accordance with and governed by the laws of the State of Florida. If any provision of this Agreement is unenforceable, the remaining provisions shall, to the extent possible, be carried into effect taking into account the general purpose and spirit of this Agreement.
  11. The Receiving Party recognizes and agrees that the Confidential Information is of a special, unique and extraordinary character which gives it a peculiar value the loss of which cannot be reasonably or adequately compensated in damages, and that a breach of this Agreement will cause irreparable damage and injury to the Disclosing Party. The Receiving Party, therefore, expressly agrees that the Disclosing Party shall be entitled to seek injunctive and/or other equitable relief to prevent a breach of the provisions of this Agreement, or any part thereof, in addition to any other remedies available to the Disclosing Party. All remedies available to the Disclosing Party hereunder are cumulative, and may, to the extent permitted by law, be exercised concurrently or separately. The exercise by the Disclosing Party of any one remedy shall not be deemed to be an election of such remedy or to preclude the exercise of any other remedy. A failure or delay by the Disclosing Party in exercising any right, privilege or remedy shall neither operate as a waiver thereof nor modify the terms of this Agreement, nor shall any single or partial exercise by the Disclosing Party of any right, privilege or remedy preclude any other or further exercise of the same or of any other right, privilege or remedy.
  12. This Agreement contains the entire agreement between the Parties and in no way creates an obligation for either Party to disclose information to the other Party or to enter into any other agreement.
  13. This Agreement shall remain in effect for a period of two (2) years from the Effective Date unless otherwise terminated by either Party giving notice to the other of its desire to terminate this Agreement. The requirement to protect Confidential Information disclosed under this Agreement shall survive termination of this Agreement.

 

                IN WITNESS WHEREOF:

 

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Signed by GoZone WiFi
Signed On: May 16, 2019

Signature Certificate
Document name: GoZone WiFi Mutual Non-Disclosure Agreement
Unique Document ID: 96f0b8c54416c13aa7c28ab405e327302832d339
Timestamp Audit
February 27, 2018 11:53 am EDTGoZone WiFi Mutual Non-Disclosure Agreement Uploaded by Alan Yingling - alany@gozonewifi.com IP 75.76.118.189
May 30, 2018 12:00 pm EDT Document owner info@gozonewifi.com has handed over this document to alany@gozonewifi.com 2018-05-30 12:00:40 - 75.76.118.189