Tri Solutions
Non-Disclosure Agreement
This Non-Disclosure Agreement (the “Agreement”) is made as of by and between Triune
Solutions, LLC, a District of Columbia limited liability company with offices located at
And
_______________________
_________________________
corporation
with
offices
located
at
WHEREAS, the parties represent that they each possess or may in the future possess
certain technical, business, financial and other information which it considers proprietary and/or
confidential to it;
WHEREAS, it is recognized that, in order to consider business opportunities that may be
of interest to the parties, it is both necessary and desirable that the parties exchange such
proprietary and/or confidential information; and
WHEREAS, the parties intend that the following terms and conditions apply when one
party hereto (the “Disclosing Party”) discloses information that it considers proprietary and/or
confidential (“Confidential Information”) to the other party hereto (“Receiving Party”).
NOW THEREFORE, in consideration of these premises, and of the mutual promises and
covenants contained herein, the parties hereto agree as follows:
1. Agreement Period.
a. This Agreement, and the exchange of Proprietary Information, shall expire two
(2) years from the Effective Date (“Term”).
b. This Agreement may be terminated at any time by either party giving thirty (30
days prior written notice to the other party.
2. Confidential Information.
a. Confidential Information shall include, but is not limited to: trade secrets, ideas,
patents pending, processes, computer programs source code, formulas,
materials, methods, data, computer programs in object code, sources of
supplies, technology, research, know-how, improvements, discoveries,
developments, designs, inventions, techniques, marketing plans, forecasts, new
product information, unpublished financial statements, budgets, business plans,
projections, prices, costs, customer lists, marketing information, and
confidential information disclosed in writing, orally or otherwise. In order for
Confidential Information to be subject to this Agreement, it shall either be: (i)
identified in writing at the time of the disclosure by an appropriate legend,
marking, stamp or other positive written identification, or (ii) identified as
confidential or proprietary to the Receiving Party orally at the time of disclosure
and in writing within fifteen (15) days after such disclosure.
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b. Confidential Information shall not include information that: (i) is or
subsequently becomes publicly available without Receiving Party’s breach of
any obligation owed to Disclosing Party; (ii) was known to Receiving Party prior
to Disclosing Party’s disclosure of such information to Receiving Party; (iii)
became known to Receiving Party from a source other than Disclosing Party
other than by the breach of an obligation of confidentiality owed to Disclosing
Party; or (iv) was independently developed by Receiving Party without reference
to information disclosed by Disclosing Party, as evidenced by contemporaneous
documentation.
c. Any Proprietary Information exchanged after the expiration or early termination
of this Agreement shall not be considered Proprietary Information.
3. Restrictions.
a. Receiving Party shall use the Confidential Information for the sole purpose of
discussing pursing contract opportunities and responding to solicitations.
b.
Receiving Party shall not use for its own benefit in competition with Disclosing
Party and shall not disclose, directly or indirectly, any Confidential Information
to third parties except to Receiving Party’s employees or consultants (bound by
terms similar to this Agreement) as provided below. However, Receiving Party
may disclose Confidential Information in accordance with judicial or other
governmental order, or with applicable law or regulation, provided Receiving
Party shall give Disclosing Party notice as early as reasonably practicable prior to
such disclosure and shall comply with any applicable protective order or
equivalent.
c. Receiving Party shall safeguard and hold in strict confidence such Confidential
Information and prevent disclosure thereof to third parties, without the written
consent of Disclosing Party. Receiving Party shall take reasonable security
precautions to protect Confidential Information of the Disclosing Party, and in
any event shall take precautions at least as great as the precautions it takes to
protect its own confidential information. Receiving Party may disclose
Confidential Information only to Receiving Party’s employees on a need-toknow basis relating to the Purpose. Receiving Party will have executed or shall
execute appropriate written agreements with its employees sufficient to enable
it to comply with all the provisions of this Agreement.
d. Confidential Information may be disclosed, reproduced, summarized or
distributed only in pursuance of the Purpose and only as otherwise provided
here under.
e. Receiving Party may not copy, reverse engineer, decompile or disassemble any
software, hardware or other intellectual property disclosed to the Receiving
Party.
f.
In the event that Receiving Party is required to disclose Disclosing Party’s
Confidential Information to the U.S. Government, prior to such a disclosure,
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Receiving Party shall first obtain Disclosing Party’s prior written consent,
approving such a disclosure. Upon Disclosing Party’s approval, the Receiving
Party shall ensure that, to the extent specifically request by the Disclosing Party,
all such disclosures are marked with appropriate legends, as required or
permitted under Government regulations, in order to preserve the proprietary
nature of the information and the disclosing Party’s rights therein.
g. The Receiving Party’s duty to protect Confidential Information according to this
Section shall survive for a period of three (3) years following the date of
termination of this Agreement.
4. Rights and Remedies.
a. Receiving Party shall notify Disclosing Party immediately upon discovery of any
unauthorized use or disclosure of Confidential Information, or any other breach
of this Agreement by Receiving Party, and will cooperate with Disclosing Party in
every reasonable way to help Disclosing Party regain possession of the
Confidential Information and prevent its further unauthorized use.
b. Receiving Party shall return, or at Disclosing Party’s option, certify destruction
of, all originals, copies, reproductions and summaries of Confidential
Information at the earlier of: (i) upon Disclosing Party’s request; or (ii) upon
conclusion of the discussion with Disclosing Party in furtherance of the Purpose.
c. Receiving Party acknowledges that monetary damages may not be a sufficient
remedy for unauthorized disclosure of Confidential Information and that
Disclosing Party shall be entitled, without waiving any other rights or remedies,
to such injunctive or equitable relief as may be deemed proper by a court of
competent jurisdiction.
5. Miscellaneous.
a. Neither party has an obligation to supply Confidential Information, and all
Confidential Information shall remain the property of Disclosing Party. By
disclosing the Confidential Information to Receiving Party, and by Receiving
Party’s use, evaluation, manipulation or other action regarding the Confidential
Information in furtherance of the Purpose, Disclosing Party does not grant any
express or implied right to Receiving Party to or under Disclosing Party’s patents
(issued or pending), copyrights, trademarks, trade secret or other Confidential
Information, or in any modification, derivation, enhancement or improvement
thereof (all of which shall remain the exclusive property of Disclosing Party).
Nothing herein shall be deemed to deny either party hereto the right to develop
intellectual property and proprietary information independently, and nothing
herein shall be deemed to create any noncompetition obligations or restrictions
on business relationships with any third party.
b. The parties acknowledge that the Confidential Information may be subject to
regulation by the United States, European Union, and/or other government
agencies, which prohibit export or diversion of the Confidential Information to
certain countries and certain persons. Neither party shall export, either directly
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or indirectly, any Confidential Information without first obtaining all necessary
approval from appropriate government agencies.
c. This Agreement shall be construed and controlled by the laws of the District of
Columbia, with exception of its conflict of law provisions, and both parties
further consent to exclusive jurisdiction of state and federal courts sitting in
Washington, DC.
d. 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.
e. 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.
f.
Neither party may assign this Agreement or its rights or obligations without the
prior written consent of the other party.
g. All obligations created by this Agreement shall survive change or termination of
the parties business relationship.
h. None of the provisions of this Agreement shall be deemed to have been waived
by any act or acquiescence on the part of Disclosing Party, its agents, or
employees, but only by an instrument in writing signed by an authorized officer
of Disclosing Party. No waiver of any provisions of this Agreement shall
constitute a waiver of any other provisions(s) or of the same provision on
another occasion.
i.
This Agreement constitutes the entire agreement between the parties with
respect to the subject matter hereof It shall not be modified except by a written
agreement dated subsequent to the date of this Agreement and signed by both
parties.
IN WITNESS WHEREOF, the parties have duly executed this Non-Disclosure Agreement by their
duly authorized representatives as of the date first written above.
Tri Solutions
Company:
___________________________
By:
Title:
__________________________
By:
Title:
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