Webaholics

Webaholics NDA 2018


WEBAHOLICS, INC

AND

MUTUAL NONDISCLOSURE AND NONSOLICITATION AGREEMENT

This Mutual Nondisclosure and Nonsolicitation Agreement  (this “Agreement”) is entered into and effective as of the day of signing, by and between Webaholics, Inc, a Utah Corporation (“Webaholics”) and , a (“”) hereby after referred to as “THE CLIENT” (Webaholics and  THE CLIENT are each referred to as a “Party” and collectively as the “Parties”).

Recitals

A.   WHEREAS, the Parties desire to enter into a business relationship which contemplates the exchange of certain confidential and proprietary information (the “Business Relationship”);

B.   WHEREAS, the Parties desire that all such confidential and proprietary information be held in strict confidence in accordance with the terms and conditions set forth herein; and

C.   WHEREAS, the Parties also wish to exchange certain nonsolicitation covenants.

Agreement

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto hereby agree as follows:

  1. As used in this Agreement, “Confidential Information” shall mean any information furnished by either Party to the other Party on and after the date hereof, whether orally, in writing, electronic format or otherwise, including but not limited to, all trade secrets, vendor lists and contact information, manufacturing contacts, customer lists and contact information, pricing information, marketing plans, techniques, strategies and materials, supplier lists, financial budgets and forecasts, projections, financial statements, financial operations or information, the existence of each agreement or instrument between or among the parties hereto and the contents, terms and conditions contained therein, and any notes, memoranda, summaries, analyses, compilations and other writings relating to any of the foregoing or based thereon prepared by either Party or any of its Representatives.  “Representative” shall mean employees, contractors, affiliates, consultants, representatives or agents.

  2. Subject to the terms and conditions of this Agreement, each Party shall at all times maintain and hold, and shall cause its Representatives to maintain and hold in strictest confidence the Confidential Information received by or from the other Party, and to use such Confidential Information solely in connection with the Business Relationship.  Neither Party shall use or disclose the Confidential Information of the other Party to any third party except with prior written consent, and then solely to the extent specified in such consent

  3. The restrictions on the use or disclosure of Confidential Information shall not extend to any information which (i) is publicly known at the time of its disclosure, (ii) is published or otherwise made known to the public by a third party; or (iii) is approved in writing for release prior to such release.  In the event either Party is requested by any court of competent jurisdiction or by any governmental or regulatory authority to disclose any Confidential Information, such Party will provide prompt notice thereof in order that the other Party may seek an appropriate protective order if legally permitted.  If in the absence of a protective order a Party is nonetheless compelled to disclose any Confidential Information pursuant to a legally enforceable subpoena, court order or other proceedings, such Party may make that disclosure without liability hereunder, provided that it has provided written notice of the Confidential Information to be disclosed if legally permitted as far in advance of its disclosure as is practicable and, upon the other Party’s request and at its expense, uses commercially reasonable efforts to obtain reasonable assurances that confidential treatment will be accorded to such Confidential Information.

  4. Neither Party makes any representation or warranty of any kind or nature, expressed or implied, with respect to the content, completeness or accuracy of the Confidential Information provided hereunder.  Except as expressly set forth herein, this Agreement does not create any joint venture, agency, partnership or any other association between the Parties, and any such arrangement shall be subject to the negotiation and execution by authorized representatives of the Parties of a separate written agreement.

  5. THE CLIENT understands and agrees that Webaholics believes its customers and any information regarding Webaholics’s clients and/or customers is confidential and constitutes trade secrets. Accordingly, THE CLIENT agrees not to (a) solicit or take action likely to interfere with, impair, disrupt or damage Webaholics’s relationship with any of its customers, customer prospects or contractors, by soliciting or encouraging others to solicit any of them for the purpose of diverting or taking away business or opportunities from Webaholics; or (b) interfere with, impair, disrupt or damage Webaholic’s business by soliciting or attempting to hire any of Webaholics’s employees or contractors or causing others to solicit or encourage any of Webaholics’s employees or contractors to discontinue their relationship with Webaholics.

  6. Webaholics understands and agrees that THE CLIENT believes that its information regarding its contacts and contractors is confidential and constitutes trade secrets. Accordingly, Webaholics agrees not to (a) solicit or take action whatsoever to contact or interfere with, impair, disrupt or damage THE CLIENT‘s relationship with any of its contacts, contractors, vendors, manufacturers or manufacturing contacts, by soliciting or encouraging others to solicit any of them for the purpose of diverting or taking away business or opportunities from THE CLIENT; or (b) interfere with, impair, disrupt or damage THE CLIENT‘s business by soliciting or attempting to hire any of THE CLIENT‘s employees or contractors or causing others to solicit or encourage any of THE CLIENT’s employees or contractors to discontinue their relationship with THE CLIENT.

  7. The Parties acknowledge that any breach of this Agreement may give rise to an irreparable injury that is not compensable in damages.  Accordingly, each Party agrees that the non-breaching Party shall be entitled to obtain specific performance and/or injunctive relief against the breach or threatened breach of the foregoing undertakings, in addition to any other legal remedies that may be available.

  8. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors, legal representatives, heirs and assigns, provided that no Party shall directly or indirectly transfer or assign its rights under this Agreement, without the prior written consent of the other Party.

  9. This Agreement shall be governed by and construed in accordance with the laws of the State of Utah, without giving effect to any choice or conflict of law, rule or regulation (whether of the State or Utah or otherwise) which would cause the application of any law or rule other than of the State of Utah.

  10. No failure or delay by either Party to exercise any right, power or course of action arising hereunder shall impair any such right, power or course of action or be considered to be a waiver of any right, power or cause of action resulting therefrom, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power, privilege or course of action hereunder.

  11. The obligations to maintain the confidentiality of the Confidential Information under this Agreement, and the Nonsolicitation obligations of paragraphs 5 and 6 shall survive the termination of the Business Relationship and shall continue in effect until the fifth (5th) anniversary of the termination of the Business Relationship

  12. This Agreement constitutes the entire agreement and understanding of the Parties with respect to the subject matter of this Agreement.  Any amendment to or modification of this Agreement shall not be binding unless it is embodied in writing and executed by the duly appointed representatives of each of the Parties.

  13. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument.

In witness whereof, each Party has caused this Agreement to be executed as of the day of signing.

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Signed by Steve Paganelli
Signed On: March 19, 2018

Signature Certificate
Document name: Webaholics NDA 2018
Unique Document ID: e759c13d0d83f0f8379f70e245c02fd645811056
TimestampAudit
November 14, 2017 5:54 pm MSTWebaholics NDA 2018 Uploaded by Steve Paganelli - steve@webaholics.co IP 207.224.221.251