THIS MUTUAL NONDISCLOSURE AGREEMENT (the “Agreement”) is effective as of the executed date between Twelve31 Advisors, headquartered at 1018 Dodge Street Omaha, Nebraska 68102, and Signee.
Purpose. Together we (“Discloser” and “Recipient”) intend to discuss an opportunity (the “Opportunity”), which may include disclosure of Confidential Information.
Confidential Information is information disclosed in any form that Discloser tells Recipient to keep confidential, including copies of such information. Confidential Information does not include information which (1) was publicly available prior to discussions between the parties; (2) becomes publicly available through no fault of the Recipient; (3) was in Recipient’s possession prior to discussions between the parties; (4) is obtained by Recipient from a third party without a breach of confidentiality; (5) is independently developed or obtained by Recipient without use of or reference to Discloser’s Confidential Information; (6) Recipient is required by law to disclose; or (7) both Discloser and Recipient have known for more than two years. Recipient will take reasonable steps to protect Discloser’s Confidential Information and will promptly let Discloser know if that information becomes public.
Non-use and Non-disclosure. Together we agree only to use each other’s Confidential Information to decide whether to pursue the Opportunity and not for any other purpose. We also agree not to disclose each other’s Confidential Information to anyone not involved in helping evaluate the Opportunity.
Remedies. Together we agree that any violation or threatened violation of this Agreement will cause irreparable injury to Discloser, entitling Discloser to seek injunctive relief.
Assignment. Assignment of the Agreement without the non-assigning party’s written permission is void. That’s the magic legalese version, in plain language it means that the Agreement is between us and nobody can replace us in the Agreement without our consent.
Termination. Either party to this Agreement may terminate this Agreement by providing notice of termination to the other party in writing. No Confidential Information disclosed by either party after this Agreement is terminated will be protected by this Agreement, but the use and disclosure of all Confidential Information disclosed prior to termination of this Agreement will remain subject to the terms of the “Non-Use and Non-Disclosure” section of the Agreement.