CONFIDENTIAL DISCLOSURE AGREEMENT
This Confidential Disclosure Agreement (the “ Agreement ”) is effective February 17, 2014 between
KEVIN C. REA an Individual DBA Manila-Galleon.com, “ Disclosing Party ” with principal operations at
1880 Harbor Island Drive, San Diego California, and INDIVIDUAL AND/OR COMPANY NAME, an individual “ Recipient ” whose address is ????????????.
In consideration of the mutual promises and covenants contained in this Agreement, the parties agree as follows:
1.
Definitions. “ Confidential Information ” shall mean any information disclosed by the disclosing party or its subsidiaries (“
Disclosing Party
”) to the receiving party (“
Recipient
”), either directly or indirectly, that (a) is marked or identified by the Disclosing Party as “Confidential” or
“Proprietary” or to similar effect or, if disclosed orally or in other intangible form, is identified as confidential at the time of disclosure, or (b) given the circumstances and nature of the disclosure, would be considered confidential by a reasonable person. Confidential Information shall include, without limitation: (a) trade secret, know-how, idea, invention, process, technique, algorithm, program (whether in source code or object code form), hardware, device, design, schematic, drawing, formula, data, plan, strategy and forecast of, and (b) technical, engineering, manufacturing, product, marketing, servicing, financial, personnel and other information and materials of, Disclosing Party. Confidential Information may also include information disclosed to Disclosing Party by third parties. Confidential Information shall not, however, include any information which Recipient can establish: (i) at the time of disclosure, is available to the general public; (ii) at a later date, becomes available to the general public through no fault of Recipient and then only after such later date; (iii) was known to Recipient prior to disclosure to
Recipient by Disclosing Party as evidenced by documents in existence prior to such disclosure; (iv) is independently developed by Recipient without the benefit of any information disclosed hereunder; or
(v) is approved for use or release upon prior written approval by Disclosing Party.
2.
Non-Use and Non-Disclosure of Confidential Information.
(a) Recipient agrees not to use any Confidential Information for any purpose except to evaluate and engage in discussions concerning a potential business relationship between the parties, nor to disclose any Confidential Information to third parties, from the date of disclosure without the prior written consent of Disclosing Party. Recipient agrees that it will have an appropriate agreement with each of Recipient's directors, officers, consultants and employees sufficient to comply with all of the terms of this Agreement and that Recipient will disclose Confidential Information only to those directors, officers and employees who have a need to know. Recipient shall use the same degree of care as
Recipient uses to protect its own most highly protected confidential information, but no less than reasonable degree of care, to protect the secrecy of and avoid any unauthorized disclosure or use of
Confidential Information. Recipient shall reproduce Disclosing Party’s proprietary rights notices on any such approved copies, in the same manner in which such notices were set forth in or on the original.
(b) If Recipient is compelled to disclose Confidential Information in accordance with judicial or other governmental order, Recipient shall give Disclosing Party reasonable notice prior to such disclosure and shall comply with any applicable protective order or equivalent.
3.
Return of Materials. Any materials which have been furnished to Recipient by Disclosing
Party shall be promptly returned, accompanied by all copies of such documentation, within ten (10) days after delivery of a written notice from Disclosing Party requesting the return of the Confidential
Information.
4.
No Obligation. Nothing herein shall obligate either party to proceed with any transaction with the other party, and each party reserve the right, in its sole discretion, to terminate the discussions contemplated by this Agreement concerning the business opportunity.
1

5.
No Warranty. ALL CONFIDENTIAL INFORMATION IS PROVIDED “AS IS”.
DISCLOSING PARTY MAKES NO WARRANTIES, EXPRESS, IMPLIED OR OTHERWISE,
REGARDING ITS ACCURACY, COMPLETENESS OR PERFORMANCE.
6.
No Rights Granted. Nothing in this Agreement is intended to grant any rights to Recipient under any patent, trade secret or other intellectual property right of Disclosing Party.
7.
Governing Law and Jurisdiction. This Agreement shall be governed by and construed under the laws of the State of California without regard to the rules governing conflicts of law. The federal and state courts within the County of San Diego, California shall have exclusive jurisdiction to adjudicate any dispute arising out of this Agreement.
8.
Remedies. Recipient agrees that its obligations hereunder are necessary and reasonable in order to protect Disclosing Party and Disclosing Party’s business, and expressly agrees that monetary damages would be inadequate to compensate Disclosing Party for any breach of any covenant or agreement set forth herein. Accordingly, Recipient agrees and acknowledges that any such violation or threatened violation will cause irreparable injury to Disclosing Party and that, in addition to any other remedies that may be available, in law, in equity or otherwise, Disclosing Party shall be entitled to obtain injunctive relief against the threatened breach of this Agreement or the continuation of any such breach, without the necessity of proving actual damages.
9.
Miscellaneous. This Agreement shall be binding upon and inure to the benefit of the undersigned parties, their successors and assigns. In the event any term of this Agreement is found by any court to be void or otherwise unenforceable, the remainder of this Agreement shall remain valid and enforceable as though such term were absent upon the date of its execution. Failure to enforce any provision of this Agreement shall not constitute a waiver of any term hereof. This Agreement may not be amended, nor any obligation waived, except by a writing signed by both parties hereto.
IN WITNESS THEREOF the parties have caused this Agreement to be executed by their duly authorized representatives.
KEVIN CHARLES REA
AN INDIVIDUAL DBA:
MANILA-GALLEON.COM
Signature
Address: 1880 Harbor Island Drive
San Diego, CA 92101
?????
AN INDIVIDUAL
Signature
Print Name
Address:
2