This Non-Disclosure NDA (“NDA”) is entered into as of the last signature date written below (the “Effective Date”) by NVNTR, Inc. (“NVNTR”) and (“Client”).
1. Purpose. NVNTR desires to obtain Client’s Confidential Information for the sole purpose of providing a patent-search report (the “Report”). Client is willing to provide its Confidential Information to NVNTR for the limited purpose of obtaining the Report under this NDA.
2.1. Use of Confidential Information. NVNTR must keep the Confidential Information strictly confidential and cannot use the Confidential Information for any purpose other than to evaluate and carry out the Report. NVNTR will not disclose or permit its representatives to disclose any Confidential Information except: If required by law, regulation, or regulatory process; or to its representatives to the extent necessary to permit its representatives to assist NVNTR in evaluating and consummating the Report. NVNTR will require that any representatives that receive Confidential Information be bound by the terms of this NDA to the same extent as if they were parties hereto.
2.2. “Confidential Information.” “Confidential Information” means all information, data, documents, NDAs, files, and other materials, whether disclosed orally or disclosed or stored in written, electronic, or other form or media, which is obtained from or disclosed by Client and whether obtained on or after the Effective Date regarding Client, including, without limitation, all Patents, Trademarks, notes, analyses, compilations, reports, forecasts, studies, samples, and other documents prepared by or for NVNTR that contain or otherwise reflect, or are derived or based in whole or in part on, such information, data, documents, NDAs, files, or other materials. The term “Confidential information” does not include information that:
1. At the time of disclosure or thereafter is generally available to and known by the public (other than as a result of its disclosure directly or indirectly by the NVNTR or its representatives in violation of this NDA);
2. Was available to NVNTR on a non-confidential basis from a source other than Client or its representatives, provided that such source is not and was not bound by a confidentiality NDA with respect to such information or otherwise prohibited from transmitting such information by a contractual, legal, or fiduciary obligation; or
3. Has been independently acquired or developed by the NVNTR without reference to the Confidential Information.
4. No Representations or Warranties; No Other Obligation. The parties agree that unless and until a definitive NDA between Client and NVNTR has been executed and delivered with respect to the Report, the parties will not be under any legal obligation of any kind whatsoever with respect to the Report.
5. Severability. If any provision of this NDA, or its application to any Person, place, or circumstance will be held by a court of competent jurisdiction to be invalid, unenforceable, or void, the remainder of this NDA and such provision as applied to other Persons, places, or circumstances will remain in full force and effect.
6. Waivers. No waiver by either party of the provisions hereof shall be effective unless explicitly set out in writing and signed by both parties. No waiver by either party will operate or be construed as a waiver in respect of any failure, breach, or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this NDA will operate or be construed as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege under this NDA precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
7. Governing Law; Jurisdiction and Venue. This NDA is governed by and construed in accordance with the laws of California without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or related to this NDA or the matters contemplated under this NDA will be instituted in the courts of Los Angeles, located in Los Angeles County. Each party irrevocably submits to the exclusive jurisdiction of such courts in any suit, action, or proceeding and waives any objection based on improper venue or forum non-conveniens. Service of process, summons, notice, or other document by mail to such party’s address set out herein will be effective service of process for any suit, action, or other proceeding brought in any such court.
8. Entire NDA and Term. This NDA sets forth the entire agreement regarding the Confidential Information and Report and supersedes all prior negotiations, understandings, and NDAs. No provision of this NDA may be modified, amended, or changed except by a writing signed by both parties. NVNTR’s confidentiality obligations under this NDA with respect to Confidential Information will continue for one year after the Effective Date.
WHEREFORE, the parties acknowledge that they have read and understood this NDA and voluntarily accept the duties and obligations set forth herein.
Receipt of Confidential Information:
Name: NVNTR Inc. 1011 Kearny St., Mezzanine Level, San Francisco CA 94133
Disclosure of confidential information by Client: