Terms of Use Non-Disclosure

This Nondisclosure Agreement (this "Agreement") is made effective as outline in the attach proposal under the title heading (the "Effective Date"), by and between as outline in the attach proposal under the heading (the "Contractor"), of 6376 Richmond Rd, Lightfoot, VA 23090, and as outline in the same estimate / proposal as attached considered (the "Client"), with an addressed on the attached proposal under the heading bill to.

 

The Contractor is as outline in the attach proposal under the primary heading.  The Client is as stated in the attach proposal under the heading bill to.  For the possibility of engaging a business venture as outline in the proposal under the heading reference.  The Contractor has requested that the Client will protect the confidential material and information which may be disclosed between the Contractor and the Client Customer. Therefore, the parties agree as follows.

 

Confidential Information 

The term "Confidential Information" means any information or material which is proprietary to the Contractor, whether or not owned or developed by the Contractor, which is not generally known other than by the Contractor, and which the Client may obtain through any direct or indirect contact with the Contractor.

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"Confidential Information" includes without limitation:

• business records and plans

• financial statements

• customer lists and records

• product design information

• pricing structure

• costs

• source code and/or object code

• copyrights and other intellectual property

• and other proprietary information

 

"Confidential Information" does not include:

• matters of public knowledge that result from disclosure by the Contractor;

• information rightfully received by the Client from a third party without a duty of confidentiality;

• information independently developed by the Client;

• information disclosed by operation of law;

• information disclosed by the Client with the prior written consent of the Contractor

• and any other information that both parties agree in writing is not confidential.

 

Protection of Confidential Information

The Client understands and acknowledges that the Confidential Information has been developed or obtained by the Contractor by the investment of significant time, effort and expense, and that the Confidential Information is a valuable, special and unique asset of the Contractor which provides the Contractor with a significant competitive advantage, and needs to be protected from improper disclosure. In consideration for the receipt by the Client of the Confidential Information, the Client agrees as follows:

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• No Disclosure. The Client will hold the Confidential Information in confidence and will not disclose the Confidential Information to any person or entity without the prior written consent of the Contractor.

• No Copying/Modifying. The Client will not copy or modify any Confidential Information without the prior written consent of the Contractor.

• Unauthorized Use. The Client shall promptly advise the Contractor if the Contractor becomes of aware of any possible unauthorized disclosure or use of the Confidential Information.

• Application for Employees or Subcontractors. The Client shall not disclose any Confidential Information to any employees of the Client, except those employees who are required to have the Confidential Information in order to perform their job duties in connection with the limited purposes of this Agreement.  Each permitted employee to whom Confidential Information is disclosed shall sign a nondisclosure Agreement substantially the same as this Agreement at the request of the Contractor.

• The Client shall not engage in any project conversation concerning work progress, product installation, the type of product being installed, how the product is installed, additional work, and where the product is installed with any subcontractors, workers or workers hired by the Contractor unless the Contractor authorize it in writing or verbal permission.

  • Note:  By interacting with other contractors or parties concerning the aforementioned items without the Contractors permission may or will cause a project cost increase, deviation of the project deliverables and change the requirements of the project demands that will be subject to a new estimate(s), contract and invoice(s) and breach of existing contract.

 

Unauthorized Disclosure of Information   

Injunction. If it appears that the Client has disclosed (or has threatened to disclose) Confidential Information in violation of this Agreement, the Contractor shall be entitled to an injunction to restrain the Client from disclosing the Confidential Information in whole or in part. The Contractor shall not be prohibited by this provision from pursuing other remedies, including a claim for losses and damages.​

 

Return of Confidential Information

Upon the written request of the Contractor, the Client shall return to the Contractor all written materials containing the Confidential Information. The Client shall also deliver to the Contractor written statements signed by the Client certifying that all materials have been returned within five (5) days of receipt of the request.

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Relationship of Parties 

Neither party has an obligation under this Agreement to purchase any service or item from the other party, or commercially offer any products using or incorporating the Confidential Information. This Agreement does not create any agency, partnership, or joint venture.

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No Warranty

The Client acknowledges and agrees that the Confidential Information is provided on an "AS IS" basis. THE CONTRACTOR MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE CONFIDENTIAL INFORMATION AND HEREBY EXPRESSLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL THE CONTRACTOR BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THE PERFORMANCE OR USE OF ANY PORTION OF THE CONFIDENTIAL INFORMATION.

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The Contractor does not represent or warrant that any product or business plans disclosed to the Client will be marketed or carried out as disclosed, or at all. Any actions taken by the Client in response to the disclosure of the Confidential Information shall be solely at the risk of the Client.

 

Limited License to Use. 

The Client shall not acquire any intellectual property rights under this Agreement except the limited right to use as set forth above. The Client acknowledges that, as between the Contractor and the Client, the Confidential Information and all related copyrights and other intellectual property rights, are (and at all times will be) the property of the Contractor, even if suggestions, comments, and/or ideas made by the Client are incorporated into the Confidential Information or related materials during the period of this Agreement.

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Indemnity

Each party agrees to defend, indemnify, and hold harmless the other party and its officers, directors, agents, affiliates, distributors, representatives, and employees from any and all third party claims, demands, liabilities, costs and expenses, including reasonable attorney’s fees, costs and expenses resulting from the indemnifying party's material breach of any duty, representation, or warranty under this Agreement.

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Attorney’s Fees

In any legal action between the parties concerning this Agreement, the prevailing party shall be entitled to recover reasonable attorney’s fees and costs.

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General Provisions

This Agreement sets forth the entire understanding of the parties regarding confidentiality. Any amendments must be in writing and signed by both parties. This Agreement shall be construed under the laws of the State of Virginia. This Agreement shall not be assignable by either party. Neither party may delegate its duties under this Agreement without the prior written consent of the other party. The confidentiality provisions of this Agreement shall remain in full force and effect at all times after the effective date of this Agreement. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining portions of this Agreement shall remain in full force and effect and construed so as to best effectuate the original intent and purpose of this Agreement.

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This Non-Disclosure compliance policy was last updated on July 18, 2023.