This agreement is entered between Startup Business Bureau a business consulting and advisory firm registered in VA – USA herein after called as “Consultant” & the undersigned herein after called as “Client”.
It is understood and agreed that both parties to this Agreement would each like to provide the other with certain information relating to that is Proprietary & Confidential and Proprietary to Discloser (hereinafter “Proprietary Information“);
WHEREAS Discloser is willing to disclose the Proprietary Information and the Recipient is willing to receive disclosure of the Proprietary Information pursuant to the terms of this Agreement.
NOW THEREFORE, in consideration for the mutual undertakings of the Discloser and the Recipient and to ensure the protection of information in consideration of this agreement to
exchange said information, the parties agree as follows:
1. Waiver on Proprietary Information
The proprietary information will be waived off from any limitations and/or liabilities created as per this agreement, if in case it;
- is possessed before receipt;
- is or becomes a matter of public knowledge through no fault of receiving party;
- is rightfully received from a third party not owing a duty of confidentiality;
- is disclosed to a third party by, or with the authorization of the disclosing party; or
- is independently developed.
2. Proprietary Rights
- No Use. Recipient agrees not to copy, disseminate or use the Proprietary Information in any way, or to design or test any product embodying Proprietary Information,
without the written consent of Disclosure.
- No Disclosure. Recipient agrees to prevent and protect the Proprietary Information, or any part thereof, from disclosure and agrees not to share, exchange, execute,
implement, preview or test the idea, proposal and/or information provided personally and/or with/to any competing business or person(s) or a third party for any purposes.
- No Direct / Third-Party Contact. Recipient agrees to the fact that in case of any third-party involved in the Proprietary Information, that remains the Property of
Disclosure and cannot be contacted, approached or dealt with directly or indirectly at any time or in any way outside of this agreement.
3. Ownership of Proprietary Information
Recipient agrees that all Proprietary Information shall remain the property of Discloser, and that Discloser may use such Proprietary Information for any purpose without obligation to Recipient. Nothing contained herein shall be construed as granting or implying any transfer of rights to Recipient in the Proprietary Information.
4. Liability on Proprietary Information
Proprietary Information if disclosed or abused by the recipient will be considered a breach of trust and this agreement & the Recipient is liable to award Management Fees and Full Compensation up to the Loss of Potential Business / Commercial Opportunity as per the standard rates and policy to Disclosure for the disclosed information. Recipient agrees to obligate any and all its employees, affiliates, associates or representatives who may have access to any portion of the Proprietary Information, in any form, to protect and follow the same rules of this agreement. Disclose doesn’t make any representation or warranty express or implied as to the accuracy or completeness of the third-party Proprietary Information.
5. Electronic Contract
In accordance with the Uniform Electronic Transactions Act (UETA) and the Electronic Signatures in Global and National Commerce Act, or E-Sign (the Act) and other applicable local or state legislation regarding Electronic Signatures and Transactions, the parties do hereby expressly agree to the use of electronic signatures as an additional method of signing and/or initialing this Agreement. The parties hereby agree that either party may sign electronically by using a digital signature service.
6. Term and Termination
This Agreement constitutes the whole Agreement and understanding between the Parties and supersedes all prior discussions between the Parties, and the obligations of this Agreement shall be continuing during One (01) year from the date of signing.
Any and all disputes shall be submitted to binding arbitration. This Agreement is made under and shall be construed according to the laws of the State of Virginia. In the event that a dispute arises concerning this Agreement or performance under this Agreement, any and all disputes must be settled by arbitration in Fair Fax County.
Disclaimer: Both parties acknowledge and understand that it’s a legal binding agreement with a potential personal and/or commercial benefit, and both the parties have been encouraged to take independent consultation and advisory prior to signing off.