NDA Non Disclosure Agreement
NON DISCLOSURE AGREEMENT ENTERED INTO BY AND BETWEEN NOVOHIT - HOTELRSV and ITS SUBSIDIARIES, (HEREINAFTER "NOVOHIT" OR "HOTELRSV" OR "US"), AND THE CLIENT (HEREINAFTER “YOU" OR "THE RECIPIENT"), PURSUANT TO THE FOLLOWING REPRESENTATIONS AND SECTIONS:
Both Parties hereby represents that:
By virtue of the foregoing, and by using any of NOVOHIT products or services, the Parties agree to the following:
The Parties hereto shall consider as confidential information any written or oral, tangible or intangible, information contained without limitation, in any soft or hard or electronic means, such as diskettes, recording tapes, among others, that may be regarded by the Disclosing Party as confidential or proprietary (hereinafter “Confidential Information”). The Confidential Information may include without limitation, information related to pricing, marketing policies and sale strategies, business policies and strategies, designs, software, data, prototypes, technical, financial and commercial information in connection to the clients and possible commercial partners, business proposals, corporate structure, reports, plans, market projections, and any other kind of industrial information, including mechanism, formulas, methods, analysis process, trademarks, trade names, copyrights, slogans, working documents, agreements, papers prepared to be maintained as Confidential Information and owned by the Disclosing Party. Information that is not novel or copyrighted or patented may nonetheless be Confidential Information. The content, execution and delivery of this agreement will be regarded as confidential.
The purpose of this Agreement is to protect and keep in secret the Confidential Information to be directly or indirectly disclosed by any party (the “Disclosing Party”) to the other party (the “Receiving Party”). Except as herein provided, neither Party, nor their affiliates, subsidiaries, holding companies, employees, representatives, agents may reveal the Confidential Information to any person, nor shall either Party or its affiliates, subsidiaries, holding companies, employees, representatives or agents use any Confidential Information for any purpose other than the purpose expressly authorized by the other Party, without the prior written consent of the other party.
This Agreement does not create any agency or partnership relationship. This Agreement is not assignable or transferable without the prior written consent of the other Party, except that it may be assigned to Party’s affiliate without such consent so long as assignor remains primarily liable for assignee’s performance and assignee is not a competitor of the other Party. All additions or modifications to this Agreement must be made in writing and signed by authorized representatives of the Parties.
Nothing contained in this Agreement shall be deemed to constitute either party a partner, joint venture or employee of the other party for any purpose.
If a court finds any provision of this Agreement invalid or unenforceable, the remainder of this Agreement shall be interpreted so as best to reflect the intent of the parties.
This Agreement expresses the complete understanding of the parties with respect to the subject matter and supersedes all prior proposals, agreements, representations, and understandings. This Agreement may not be amended except in a writing signed by both parties.
The Parties agree that the Confidential Information is exclusively owned by the Disclosing Party, except as otherwise agreed in writing by the Parties.
The Parties may only disclose the Confidential Information to their employees, and to the employees of its affiliates, subsidiaries, holding companies, agents, legal counsel and representatives, on a strict need-to-know basis and only for the purposes for which the Disclosing Party disclosed the information.
At the request of the Disclosing Party, the Receiving Party must return the original and all copies of the documents or means that contain the Confidential Information. Likewise, the Disclosing Party has the right to request at any time that the Confidential Information be returned or destroyed by the Receiving Party in the presence of a notary public who certifies such destruction.
The information disclosed hereunder shall not be considered Confidential Information when:
If the Receiving Party is requested by a Governmental entity or other third party to disclose any Information, it will promptly notify Disclosing Party to permit Disclosing Party to seek a protective order or take other appropriate action. The Receiving Party will also cooperate with the Disclosing Party’s efforts to obtain a protective order or other reasonable assurance that confidential treatment will be afforded the Information. If, in the absence of a protective order, Receiving Party, in the written opinion of its counsel addressed to the Disclosing Party, is compelled as a matter of law to disclose the Information, it may disclose to the party compelling the disclosure only the part of the Information as is required by law to be disclosed (in which case, prior to such disclosure, Receiving Party will advise and consult with Disclosing Party and its counsel as to such disclosure and the nature and wording of such disclosure) and Receiving Party will use its best efforts to obtain confidential treatment therefore.
The Parties agree that neither of them may assign, transfer, convey, or negotiate in any manner its rights and obligations under this Agreement without the prior written consent of the other party, unless “HYPERWEB” assigns, transfers, or conveys such rights to any of its subsidiaries or affiliate companies.
This Agreement shall be in effect during the term of one (1) year counted from the date of its execution, in the understanding that the confidentiality obligations contained herein will survive the termination of this Agreement for ten (10) more years after the date of termination of the parties’ business relationship for any cause.
All notices and other communications required or permitted hereunder shall be in writing (including e-mail, fax and instant messaging communication) and shall be deemed to have been duly given when delivered by hand, facsimile or mailed by certified or registered mail, return receipt requested and postage prepaid or when a delivery receipt has been issued by the receiving party:
NOVOHIT - HOTELRSV
25109 Jefferson Avenue, 320
In case a party, changes its address, it must give written notice to the other party within the 15 previous days to the date such change takes place.
This Agreement shall be governed by and construed in accordance with the laws of the State of California. Exclusive jurisdiction over and venue of any suit arising out of or relating to this Agreement will be in the state and federal courts of the State of California.
This Agreement is the complete and exclusive agreement regarding the disclosure of Confidential Information between the Parties, and replaces any prior oral or written communications regarding the subject matter hereof. If any provision of this Agreement is found to be invalid or unenforceable, in whole or in part, the Parties agree the remaining provisions of this Agreement shall remain valid and enforceable to the maximum extent compatible with existing law; and any invalid or unenforceable provision shall be changed and interpreted so as to best accomplish the objectives of such provision. This Agreement may be signed in multiple counterparts, each of which shall be an original, but all of which together shall constitute one instrument. Execution and delivery of this Agreement by exchange of facsimile or e-mail copies bearing the facsimile or scanned signature of a Party hereto shall constitute a valid and binding execution and delivery of this Agreement by such Party. Such facsimile or e-mail copies shall constitute enforceable original documents.
In Witness Whereof, the Parties have executed this Agreement as of the date of the products or services have been contracted.