CONFIDENTIALITY AND NON-CIRCUMVENTION AGREEMENT
This AGREEMENT effective and entered into as of this November 28, 1999,
BETWEEN: XXXX XXXXXXXXXX AND CORPORATE CAPITAL RESEARCH, INC.
00000 Xxxxx Xxxxx Xxxx Xxxxx, XX 00000
AND: XXX.XXX, INC. AND XXXXXXXX XXXXXXX
0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx XX,XX 10036
In order to pursue mutual business purposes, the parties recognize that there
may be a need to disclose to each other certain Confidential Information and to
provide for mutual agreement to protect such Confidential Information which is
to be used only for the stated purpose. In consideration of the mutual promises
contained herein, the parties agree as follows:
1. This Agreement shall apply to all confidential and proprietary
information disclosed by the parties to each other, including, but not
limited to information listed in attached Schedule A (hereafter
referred to as "Confidential Information").
2. The parties acknowledge that disclosure of the existence of discussions
between them regarding the business purpose specified in Schedule A
could result in irreparable damage to the business and goodwill of the
other party, whether such disclosure should occur in the course of such
discussions or should follow their discontinuation of discussions. Each
party agrees to hold such discussions in strictest confidence and not
disclose their existence, nature or substance to any third party for
any reason without the prior written consent of the other.
3. Each party agrees to hold the Confidential Information of the other in
strict confidence and not to disclose such Confidential Information to
any third parties. Any party may disclose the other's Confidential
Information to their respective responsible employees, but only to the
extent necessary to carry out the purposes for which the Confidential
Information was disclosed, and the parties agree to instruct all such
employees not to disclose such Confidential Information to third
parties, including consultants, without the prior written permission of
the party disclosing such Confidential information.
4. The obligations under paragraph 3 shall not apply to Confidential
Information which is already known to the receiving party at the time
that it is disclosed, or which, before being divulged to the receiving
party, (a) has become publicly known through no wrongful act of the
receiving party; (b) has been rightfully received from a third party
without restriction on disclosure and without breach of this Agreement;
(c) has been independently developed by the receiving party; (d) has
been approved for release by written authorization of the disclosing
party; (e) has been furnished by the disclosing party to a third party
without a similar restriction on disclosure; or (f) has been disclosed
pursuant to a requirement of a governmental agency.
5. The parties hereby acknowledge that all Confidential Information shall
be owned solely by the disclosing party and that the unauthorized
disclosure or use of Confidential Information could cause irreparable
harm and significant injury which may be difficult to ascertain.
Accordingly, the parties agree that the disclosing party shall have the
right to seek an immediate injunction enjoining any breach of this
Agreement.
6. The parties hereby enter into a non-circumvention relationship whereby
each will respect and will not circumvent the other with respect to any
third party relationships introduced to the other, which relationships
may include, but not be limited to funding sources.
SIGNED FOR AND ON BEHALF OF SIGNED FOR AND ON BEHALF OF
Xxxx Xxxxxxxxxx, Corporate Capital Research Xxxxxxxx Xxxxxxx, XXX.Xxx, Inc.
By: /s/ Xxxx Xxxxxxxxxx By: /s/ Xxxxxxxx Xxxxxxx
Date: Date:
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SCHEDULE A
All information provided by the parties one to the other or by their
representatives, either orally, in writing or in electronic form marked
"confidential" and relating to all matters, including information relating to
internet, internet eCommerce and communications and information systems.
