This Non-Disclosure Agreement (this “Agreement”) is made as of this day (day above) between Tamarisk Labs, LLC., a California Limited Liability Company, (“Recipient”), and (name above) (hereinafter referred to as the "Owner") whose address is (address above).
Owner and recipient desire to begin discussions regarding a business opportunity of mutual interest (the “Business Purpose”). In connection with such discussions, Recipient and owner recognize that there is a need for Owner to disclose to Recipient certain confidential information of Owner to be used only for the Business Purpose and to protect such confidential information from unauthorized use and disclosure.
In consideration of the disclosure of such information by Owner, Recipient hereby agrees with Owner as follows:
1. Recipient agrees: (i) to maintain all Confidential Information in strict confidence; (ii) not to disclose Confidential Information to any third parties; (iii) not copy or otherwise reproduce Confidential Information in whole or in part; and (iv) not to use Confidential Information for any purpose except for the Business Purpose. Recipient may disclose Confidential Information solely to its employees and consultants who have a bona fide need to know such Confidential Information for the Business Purpose and solely to the extent necessary to pursue the Business Purpose, and for no other purpose. The provisions of this Section 1 will not restrict Recipient from disclosing Confidential Information to the extent required by any law or regulation; provided that Recipient uses its reasonable efforts to give Owner reasonable advance notice of such required disclosure in order to enable Owner to prevent or limit such disclosure.
2. All Confidential Information remains the sole and exclusive property of Owner. Recipient acknowledges and agrees that nothing in this Agreement will be construed as granting any rights to Recipient, by license or otherwise, in or to any Confidential Information or any patent, copyright or other intellectual property or proprietary rights of Owner, except as specified in this Agreement.
3. ALL CONFIDENTIAL INFORMATION IS PROVIDED “AS IS.”
4. This Agreement will commence on the date first set forth above and will remain in effect for two (2) years from the date of the last disclosure of Confidential Information by Company, at which time it will terminate.
The Agreement shall be binding upon and shall unure to the benefit of the parties and their respective legal representatives, successors, and assigns. IN WITNESS WHEREOF, the parties have signed this Agreement as of the date set forth above.