Terms of Service

Terms of Service

MUTUAL NON-DISCLOSURE AGREEMENT

THIS AGREEMENT is made this day between an Individual and/or Company establishing or having established an account(the “Visitor”); and BLUE GUARDIAN NETWORK, a 501(c)3 not for profit organized and existing under the laws of the State of Florida, United States of America (“Blue Guardian Network”). The Organization/Company and Blue Guardian Network may be referred to herein as a “Party” or, collectively, the
“Parties”.

WHEREAS, the Parties desire to explore certain business possibilities which may include investment, consultation, purchase and sale of goods, production or foundry of goods, technical assistance or transfer of furtherance thereof, it is understood and agreed that certain business and trade information proprietary to a Party, and which such Party considers confidential, may be provided or disclosed by such disclosing Party (the “Disclosing Party”) to the other Party (the “Receiving Party”).

NOW, THEREFORE, in consideration of these premises, it is agreed as follows:

ARTICLE 1. DEFINITIONS: As used herein, the following terms shall have the following respective meaning:
(a) “Confidential Information” shall mean any information, technical data or know-how which relates to the business, services, or products of the Disclosing Party or its Affiliates (as defined hereinafter), including, without limitation, any patent (including applications therefore), trademark, copyright, trade secret, research, product, service, development, invention, process, technique, design distribution, engineering, marketing, merchandising and/or sales information which is disclosed by the Disclosing Party or its Affiliates to the Receiving Party before or after the date here of whether in writing, orally or by drawing or inspection of parts or equipment; provided, however, that Confidential Information shall not include any information that:
(i) had, at the time of disclosure, been previously made public;
(ii) is made public after its disclosure, unless such publication is a breach of this Agreement or any other agreement between the Parties hereto;
(iii) was, prior to disclosure to the Receiving Party, received from a third party who is lawfully in possession of such information and is free to disclose
such information to the Receiving Party; and
(iv) is subsequently independently developed by the Receiving Party without reference to any information furnished pursuant to this Agreement and
written documentation is available to prove that such development predated this Agreement.
(b) “Affiliate” shall mean any company or entity that directly controls or is directly or indirectly controlled by, or is under common control with a Party. The term “control” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of management of such company or entity whether through the ownership or voting shares, by contract, or otherwise.

ARTICLE 2. TREATMENT IN CONFIDENCE: With respect to Confidential Information, the Receiving Party agrees as follows:
(a) The Receiving Party shall not use the Confidential Information for its own use or for any purpose except to evaluate whether it desires to enter into a business relationship with the Disclosing Party or as necessary to carry out the terms of such business relationship.
(b) The Receiving Party shall not disclose the Confidential Information to any person other than its employees and its Affiliates’ employees having a reasonable need-to-know of the Confidential Information.
(c) The Receiving Party shall, and shall cause all its employees and its Affiliates employees to whom such Confidential Information may be disclosed, take reasonable security measures and use best efforts to preserve and protect the security of and to avoid disclosure or use of the Confidential Information.
(d) The Receiving Party shall promptly advise the Disclosing Party in writing of any misappropriation or misuse by any person of any Confidential Information which may come to its attention.

ARTICLE 3. RETURN OF DOCUMENTS: All Confidential Information which has been furnished by the Disclosing Party to the Receiving Party shall be promptly returned by the Receiving Party to the Disclosing Party, accompanied by all copies and translations of such documentation and information made by the Receiving Party after the Parties have explored or completed the stated business relationship.

ARTICLE 4. NO RIGHTS GRANTED: Nothing herein contained or the termination hereof shall be construed as granting or conferring any rights on the Receiving Party by license or otherwise, whether express or implied, to the Disclosing Party’s Confidential Information.

ARTICLE 5. COMPENSATION: The Parties shall not be obligated to compensate each other for exchanging any Confidential Information under this Agreement as well as any use thereof except as expressly provided herein.

ARTICLE 6. TERMINATION: This Agreement shall be effective as of the date of the date of registration (the “Effective Date”). This Agreement may be terminated with respect to further disclosures upon thirty (30) calendar days’ prior written notice. 

ARTICLE 7. AUTHORITY: Each Party represents and warrants that it possesses all necessary powers, rights and authority to lawfully enter into this Agreement and make the disclosures subject to, and fulfill the obligations set forth in, this Agreement.

ARTICLE 8. MISCELLANEOUS: (a) Counterparts. This Agreement may be executed by facsimile in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the Parties and delivered to the other Party, it being understood that all Parties need not sign the same counterpart. (b) Except as otherwise provided herein, any and all remedies herein expressly conferred will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by law or equity upon such party, and the exercise by a Party of any one remedy will not preclude the exercise of any other remedy. The Parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that each Party shall be entitled to seek an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in any court of the United States or any State having jurisdiction, this being in addition to any other remedy to which they are entitled at law or in equity. In addition, the prevailing Party in any dispute arising hereunder shall be entitled to its attorney’s fees and court costs in addition to any other relief which may be awarded. (c)This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, United Stated of America, regardless of the laws that might otherwise govern under applicable principles of conflicts of law thereof. (d) Without limiting the jurisdiction or venue of any other federal or state courts, each of the Parties irrevocably and unconditionally: (a) agrees that any suit, action or legal proceeding arising out of or relating to this Agreement may be brought in the United States District Court for the District of Florida; (b) consents to the jurisdiction of such court in any suit, action or proceeding; (c) waives any objection which it may have to the laying of venue of any such suit, action or proceeding in such court; and (d) agrees that service of such court paper may be effected on such party by mail, as provided in this Agreement, or in such other manner as may be provided under applicable laws or court rules in said State.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their authorized representatives.

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