NONDISCLOSURE / NONCIRCUMVENTION
The Parties to this Agreement dated this _____day of _________________,20___ are:
TechStar Holdings, Inc.
333 East 66th Street
New York, New York 10065
Herein collectively referred to as, “the Parties”
WHEREAS, the Parties wish to engage in certain business discussions and arrangements and acknowledge that certain confidential and proprietary information must be exchanged in order to conduct said business: and
WHEREAS, the Parties acknowledge that introductions and communications with contacts, clients, business associates, financing sources and related entities must be made between Parties to conduct said business; and
NOW THEREFORE, for good and valuable consideration, the adequacy, sufficiency, and receipt of which is hereby acknowledged, the Parties hereby agree that:
- They will not, without prior written consent of the disclosing Party, divulge, publish, disseminate, communication or otherwise disclose any Confidential Information (as defined in Section 3 hereinafter) that is disclosed or provided by the disclosing Party, or learned or discovered as a result of disclosure of Confidential Information or as a result of the business relationships and transactions contemplated hereby. Notwithstanding the aforementioned, each Party may make any necessary disclosure; (a) to its outside legal counsel, auditors and financial advisors and its Board of Directors, and (b) in the event that a Party has received a written opinion of its outside legal counsel that such disclosure must be made in order not to create a violation of state or federal law or in compliance with a subpoena or other legally enforceable demand from any regulatory body or competent jurisdiction.
The provisions of this paragraph shall not apply to any information:
(a) That is now or which becomes public knowledge through no fault of the receiving Party.
(b) That is properly provided to the receiving Party without restriction by an independent third party, or
(c) That the receiving Party can show by its written records was already in its possession at the time of the receipt of the information from the disclosing party.
None of the Parties shall, without the other Party’s written permission, reveal to any third party that it possesses the Confidential Information or that it has a business relationship with such other Party.
- The Parties agree that none of them, without prior written consent of the Party (ies) shall directly or indirectly make contact with the clients, business associates, financing sources and/or related persons or entities identified by the disclosing Party. However, nothing herein shall preclude any Party from contacting or interacting with financial institutions or other public or governmental entities on matters not related to activities contemplated by this Agreement.
- Confidential Information includes, but is not limited to, any information not obtainable by the general public and which contains information which would be considered owned by the owner and proprietary in nature and which would be considered as a trade secret so far as it already exists in public domain.
The Parties warrant that the content of this Agreement has been communicated to each officer, director, employee, agent, subsidiary, relative or affiliate who is given access to Confidential Information and those persons have consented to this Agreement.
This Agreement shall be subject to and interpreted in accordance with the laws of the United States and the State of New York.
The term of this Agreement is for one year and may be renewed for successive one-year periods by mutual written consent of the Parties. The terms of this Agreement shall include the initial transaction, regardless of success, as well as subsequent follow up, repeat, extended or renegotiated transactions.
The signatories hereby acknowledge that they are authorized to commit themselves and/or their Company (ies) and/or trusts to the terms of this Agreement and do Attest that there are no other agreements, contracts, understanding, or otherwise; either written or oral, that can render this Agreement unenforceable.
This Agreement is the entire agreement of the Parties; there shall be no modifications unless agreed in writing by the Parties. The provisions shall inure to the benefit of and shall be binding on the Parties, their heirs, personal representatives, successors, or assigns.
This Agreement may be executed in counterparts and exchanged among signing Parties by facsimile transmission and such facsimile transmission is acknowledged as an original and therefore binding and enforceable.
IN WITNESS WHEREOF, THE PARTIES HAVE SET THEIR HANDS AS OF THE DATE FIRSTABOVE WRITTEN
TechStar Holdings, Inc.