MUTUAL NON-DISCLOSURE AGREEMENT with the exception of Receiving Party’s employees who have a need to know, without the prior written consent of the Disclosing Party, and (ii) not use the Disclosing Party’s Proprietary Information for any purpose other than the Purpose. The Receiving Party shall treat the Disclosing Party’s Proprietary Information with at least the same degree of care and protection (but no less than a commercially reasonable level of protection) with which it would treat its own highly sensitive technology and materials. Without limiting the foregoing, prior to disclosing to an employee any of the Disclosing Party’s Proprietary Information, the Receiving Party shall fully advise such employee that he or she is required to hold in confidence all such information and that such information is not to be disclosed to persons outside of his or her organisation or to any co-employee not directly concerned with furthering the Purpose. Each party shall maintain between itself and its officers and employees such duly binding written agreements as may be necessary to fulfil and enforce its obligations under this Agreement.
This Non-Disclosure Agreement (the “Agreement”) is made effective the ___ day of ______________, 2005 (the “Effective Date”), by and between TOUCHSTONE SYSTEMS LIMITED, and ?????????. Agreement 1. Purpose. The purpose of this Agreement is to enable each party hereto to discuss, evaluate and potentially negotiate and implement a transaction with the other pertaining to transportation, fulfilment, supply and other arrangements relating to the businesses of the parties. 2. Proprietary Information. As used herein, “Proprietary Information” shall include all information disclosed and materials provided by either party (a “Disclosing Party”), directly or via its affiliates or agents, to the other party (a “Receiving Party”), which information or materials are either designated as confidential and/or proprietary at the time of disclosure or should, based on their nature or the circumstances surrounding such disclosure, reasonably be deemed confidential. Such Proprietary Information may include, without limitation, inventions, studies, research, technical information, products, specifications, manufacturing methods and processes, designs, devices, videotapes, prototypes, contracts (including without limitation the specific terms of this Agreement), documents, supplier, marketing and customer information, cost and other financial data, policies, and prospects and future plans.
5. Return of Information. Upon expiration or termination of this Agreement, or at any time upon written request from the Disclosing Party, the Receiving Party shall promptly return to the Disclosing Party all documents, materials and writings in its possession or control disclosing, containing or embodying Proprietary Information, and all copies thereof, and shall provide written certification to Disclosing Party of its compliance with this requirement. 6. No Rights Granted. All Proprietary Information is and shall remain the property of the Disclosing Party and/or third parties that have provided it to the Disclosing Party. There are no rights granted or any understandings, agreements or representations between the parties hereto, express or implied, not specified herein. No license under any trademark, patent or copyright now or hereafter obtained is granted, agreed to be granted, or implied by either this Agreement or the disclosure by either party of Proprietary Information.
3. Exceptions. “Proprietary Information” does not include information or material that: (a) the Receiving Party can demonstrate by written evidence was known to it prior to receipt thereof in connection with this Agreement; (b) the Receiving Party can demonstrate by written evidence was disclosed to it in good faith by a third party who is in lawful possession thereof and who had the right to make such disclosure; (c) has become public knowledge, by publication or other public disclosure, through no fault of the Receiving Party; or (d) the Receiving Party can demonstrate by written evidence was independently developed by it without use of the Disclosing Party’s Proprietary Information.
7. Export Laws. Each party agrees that it will not, directly or indirectly, export or re-export any Proprietary Information disclosed by the other party, or any direct product thereof, in violation of any applicable U.K. and other export laws and regulations.
4. Confidentiality and Use Restrictions. For a period of three (3) years from the actual disclosure of Proprietary Information hereunder, the Receiving Party shall (i) keep in strict confidence and not disclose any Proprietary Information received from the Disclosing Party to any other person or entity,
8. Term; Termination. This Agreement shall commence on the Effective Date and shall expire, unless it is earlier terminated pursuant to this
paragraph, one (1) year after the Effective Date. All Proprietary Information disclosed during such term shall be subject to this Agreement. Either party may terminate this Agreement at any time upon prior written notice to the other party. Upon expiration or termination of this Agreement, however, each party’s obligations with respect to the other party’s Proprietary Information then having been disclosed to it shall survive for the duration of the timeframe set forth in Section 4 above. All obligations created by this Agreement shall survive change or termination of the parties’ business relationship. In addition, Sections 9 through 12 shall survive any expiration or termination of this Agreement.
10. Remedies. The Receiving Party shall notify the Disclosing Party immediately upon discovery of any unauthorised use or disclosure of Proprietary Information received from the Disclosing Party, and will cooperate with the Disclosing Party in every reasonable way to help the Disclosing Party regain possession of such Proprietary Information and prevent its further unauthorised use. Also, in the event of any breach or threatened breach of this Agreement, the non-breaching party may seek immediate injunctive relief in a court of competent jurisdiction. These remedies are in addition to any other remedies available at law or in equity. In any proceeding arising out of this Agreement, the substantially prevailing party, in addition to any other remedies that may be awarded, shall be entitled to recover from the other party its reasonable attorneys' fees and costs. No failure to exercise, delay in exercising, or single or partial exercise of any right, power or remedy by either party and no course of dealing between the parties will constitute a waiver, or will preclude any other or further exercise of, the same or any other right, power or remedy by either party. No waiver or consent of either party will be effective unless in writing and signed by an authorised officer of such party.
9. Miscellaneous. This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof. This Agreement may not be amended except by a writing signed by duly authorised representatives of each party. If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect. If any provision in this Agreement is determined to be unenforceable because of its scope, duration, or other factor, then the court making that determination will have the power to reduce or limit such provision, and such provision will be then enforceable in its revised form. The parties warrant and represent that the terms of this Agreement are not inconsistent with other contractual obligations, express or implied, which they may have. Subject to the limitations set forth in this Agreement, this Agreement will inure to the benefit of and be binding upon the parties, their successors and assigns.
11. Notices. All notices and requests in connection with this Agreement shall be deemed given as of the day they are received either by messenger, delivery service, email , or postage, certified or registered, return receipt requested, and addressed as provided below. 12. Governing Law. This Agreement shall be construed and interpreted under and in accordance with the laws of the United Kingdom without reference to the conflict of law principles thereof.
In witness whereof, the parties hereto have executed this Agreement, effective as of the date set forth above: TOUCHSTONE SYSTEMS LTD
By: _________________________ Name: _______________________ Title: ________________________ Address: Alaska Soils, LLC, P.O. Box 7671 Tacoma, WA 98406 866-218-7588 Office 801-991-3027 Fax
Name: ____________________ Title:
Address: Nyumbani House 15 Belmont Heights Hatch Warren Basingstoke Hampshire RG22 4RW