NONDISCLOSURE AGREEMENT
THIS NONDISCLOSURE AGREEMENT (“Agreement”) is made as of ________________, (“Effective
Date”) by and between _________________ (the “Inventor”), and kulaBrands, Inc. (the “Recipient”),
with reference to the following facts:
For the purpose of assisting Recipient in determining whether to enter into a business
transaction with Inventor (the “Purpose”), Recipient wishes to receive information and data
that Inventor wants to keep confidential relating to the Inventor’s inventions, business plans,
financial matters, software code, marketing strategies, and products and/or services currently
and demonstrably under development.
NOW, THEREFORE, in consideration of the above recital, the covenants hereinafter contained, and other
consideration (the receipt and sufficiency of which is hereby acknowledged) the undersigned hereby
agree as follows:
1. Confidential Information. As used in this Agreement, “Confidential Information” means all
information disclosed by the Inventor as it relates to the Inventor's inventions, business plans,
financial matters, software code, marketing strategies, and products and/or services currently and
demonstrably under development. Notwithstanding the foregoing, Confidential Information does
not include information which is (a) publicly available at the time of receipt from the Inventor,
(b) approved in writing for release from this provision by the Inventor, (c) hereafter becomes
publicly available through no wrongful action or omission of Recipient, or (d) is released
pursuant a legal requirement, process of law, or in defense of the Recipient in a legal dispute
between Inventor and Recipient. Recipient agrees to hold all of the Confidential Information of
the Inventor in confidence. This Agreement shall remain in effect for a term of two (2) years.
2. Similar Products. Inventor understands and agrees that Recipient may already have a similar
product in its portfolio or under development or consideration, or may in the future consider
products from other sources that may be similar to your product. This information may not be
disclosed by the Recipient because of nondisclosure agreements currently in place between the
recipient and other inventors. The submission of any product does not imply or create any
recognition of novelty or originality in your product, nor does it imply or create any contractual
or other binding relationship between Recipient and Inventor. Recipient is not obligated to
compensate you for any product submission, even if Recipient later chooses to market, sell, or
otherwise monetize a future similar product.
3. No Warranties. No representation or warranty as to the accuracy or completeness of the
Confidential Information is being made. Only those representations and warranties which are made
in a definitive agreement entered into by the parties, if and when executed, and subject to such
limitations and restrictions as may be specified therein, will have any legal effect. No contract of
agreement providing for any investment or transaction of the type contemplated by the parties shall
be deemed to exist between the parties unless and until a definitive written agreement has been
executed.
4. For Preliminary Purposes Only. Recipient acknowledges and agrees that this Agreement is made
solely for the purposes of considering the Purpose and nothing herein shall be construed in any way
as an offer, an attempted offer, or a solicitation for the sale of any product or service which has been
or may be developed by Inventor.
5. Actions Not Required. Recipient understands that nothing herein (a) requires the disclosure of
any Confidential Information of the Inventor, which shall be disclosed, if at all, solely at the option
of the Inventor or (b) requires Inventor or Recipient to proceed with any proposed investment or
transaction in connection with which Confidential Information of the Inventor may be disclosed.
6. Property Rights. The Inventor retains all of its intellectual property rights in and to its
Confidential Information. Immediately upon a written request by Inventor at any time, Recipient
will, at Recipient’s election, turn over to the Inventor, or destroy and certify in writing such
destruction of, all Confidential Information of the Inventor and all documents or media containing
any Confidential Information of Inventor and any and all copies or extracts thereof.
7. No License Granted. Neither the execution and delivery of this Agreement nor the furnishing of
any Confidential Information of the Inventor by the Inventor shall be construed as granting to
Recipient either expressly, by implication, estoppel or otherwise, any license under any invention,
patent, trademark, or copyright now or hereafter owned or controlled by Inventor.
8. Governing Law; Attorneys’ Fees & Assignment. This Agreement shall be governed in all
respects by the laws of the State of Arizona, and venue shall be found in the state and federal
courts of Arizona, without regard to the conflict of law provisions of such state. In the event that
it becomes necessary for either party to enforce the provisions of this Agreement or to obtain
redress for the breach or violation of any of its provisions, whether by litigation, arbitration or
other proceedings, the prevailing party shall be entitled to recover from the other party all costs
and expenses associated with such proceedings, including reasonable attorney’s fees. This
Agreement is personal in nature, and neither party may directly or indirectly assign or transfer it
by operation of law or otherwise without the prior written consent of the other party, which
consent may by withheld for any reason. This Agreement shall be binding upon the successors
and assigns of the respective parties.
9. Severance. In the event that any of the provisions of this Agreement shall be held by a court or
other tribunal of competent jurisdiction to be illegal, invalid or unenforceable, such provisions shall
be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise
remain in full force and effect.
10. Full Agreement. This Agreement supersedes all prior discussions and writings and constitutes the
entire agreement between the parties with respect to the subject matter hereof. This Agreement may
not be modified or amended except by an instrument in writing signed by the parties hereto. No
waiver of this Agreement will be binding upon either party unless made in writing and signed by a
duly authorized representative of each party and no failure or delay in enforcing any right will be
deemed a waiver. All waivers shall be strictly construed.
IN WITNESS WHEREOF, the parties hereto have duly executed and have caused this Agreement duly to
be executed and delivered as of the Effective Date.
INVENTOR
RECIPIENT
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