Non-Disclosure Agreement

In order to evaluate and possibly enter into a business transaction (the “Purpose”), please read and accept our Non-disclosure agreement as below:

Highwinds Network Group. Inc, for itself and its subsidiaries and affiliates, and the other party identified below hereby agree:

  1. The Effective Date of this agreement is the date this agreement is accepted by the party identified below.
  2. A party (the “Discloser”) may disclose to the other party (the “Recipient”) information pertaining to the Purpose that the Discloser considers confidential (“Confidential Information”).
  3. “Confidential Information” means all technical and non-technical information being disclosed by one party to the other party (including but not limited to product information, plans and pricing, financials, marketing plans, business strategies, customer information, data, research and development, software and hardware, APIs, specifications, designs, proprietary formulae and proprietary algorithms); provided tangible Confidential Information is marked as “Confidential” or “Proprietary” and intangible Confidential Information is identified as such by the disclosing party to the receiving party at the time of disclosure or in writing within 30 days of such disclosure.
  4. Recipient may use Confidential Information only for the Purpose. Recipient must use a reasonable degree of care to protect Confidential Information and to prevent any unauthorized use or disclosure of Confidential Information. Recipient may share Confidential Information with its employees, directors, agents or third party contractors who need to know it and if they have agreed with either party in writing to keep information confidential.
  5. Confidential Information does not include information that: (a) was known to Recipient without restriction before receipt from Discloser; (b) is publicly available through no fault of Recipient; (c) is rightfully received by Recipient from a third party without a duty of confidentiality; or (d) is independently developed by Recipient. A party may disclose Confidential Information when compelled to do so by law if it provides reasonable prior notice to the other party, unless a court orders that the other party not be given notice.
  6. Either party may terminate this agreement with thirty days prior written notice, but this agreement’s provisions will survive as to Confidential Information that is disclosed before termination.
  7. Unless the parties otherwise agree in writing, Recipient’s duty to protect Confidential Information expires three years from disclosure.
  8. This agreement imposes no obligation to proceed with any business transaction.
  9. No licenses or rights under any patent, copyright, trademark, or trade secret are granted or are to be implied by this agreement.
  10. This agreement does not create any agency or partnership relationship. This agreement is not assignable or transferable by either party without the prior written consent of the other party.
  11. Neither disclosing party makes any representation or warranty, express or implied, as to the non-infringing nature, accuracy or completeness of the confidential information it discloses nor does it make any other warranty with respect to the confidential information it discloses.
  12. This agreement is the parties’ entire agreement on this topic, superseding any prior or contemporaneous agreements. Any amendments must be in writing. The parties may execute this agreement in counterparts, which taken together will constitute one instrument. Failure to enforce any of provisions of this agreement will not constitute a waiver.
  13. This agreement is governed by the laws of the State of Florida, excluding its conflict-of-laws principles. The exclusive venue for any dispute relating to this agreement shall be Orange County, Florida.