NON-DISCLOSURE AGREEMENT (NDA)
This Non-Disclosure Agreement (the “Agreement”) is entered into by and between DiverseTek (“Discloser”) and the undersigned (“Recipient”).
1. Definition of Confidential Information.
“Confidential Information” means all information or material that is proprietary to DiverseTek, whether electronic, written, verbal, visual, or by any other means, and which is not generally known to the public, including but not limited to trade secrets, inventions, discoveries, data, ideas, concepts, business plans, customer lists, financial projections, intellectual property, and all information relating to present or future products, devices, software, code, or plans.
2. Obligation of Confidentiality.
Recipient agrees to hold all Confidential Information in strict confidence and not to directly or indirectly disclose, publish, reproduce, or use it for any purpose other than to evaluate or pursue a business relationship with DiverseTek. Recipient shall not reverse engineer, decompile, or derive from any materials any information for use outside this relationship.
3. Exceptions.
Recipient's obligations do not extend to information which (a) is or becomes public other than by breach of this Agreement; (b) was rightfully obtained by Recipient before disclosure hereunder from a source not under a duty to DiverseTek; (c) is approved in writing for release by DiverseTek.
4. Duration of Confidentiality.
This Agreement and Recipient’s obligation to maintain confidentiality persists indefinitely unless DiverseTek becomes a publicly-traded company, at which time the Recipient's obligations shall continue for three (3) years after the date DiverseTek’s IPO occurs.
5. Ownership.
All Confidential Information remains the exclusive property of DiverseTek. No license or patent, copyright, or other intellectual property right is granted hereunder.
6. Return or Destruction.
Upon request or termination of this relationship, Recipient will immediately return or destroy all Confidential Information and certify completion of such return or destruction.
7. No Partnership.
This Agreement does not oblige either party to enter into any further agreement or business relationship.
8. Legal Remedies and Penalties.
Recipient acknowledges that breach of this Agreement may result in substantial harm to DiverseTek, including lost business opportunity, loss of competitive advantage, or revenue. Recipient agrees to be liable for damages up to $3,000,000 (three million USD), or an amount equal to the revenue and enterprise value DiverseTek would have earned in the first three years after a public offering, whichever is greater. Recipient further agrees that DiverseTek may seek all available legal remedies, including but not limited to injunctive relief and prosecution to the fullest extent under law.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date set forth below.