Confidentiality And Non-Disclosure Agreement (Page 2 of 2) in pdf

The obligations of the Parties under this Agreement shall continue and survive the completion or

abandonment of the Business Relationship and shall remain binding for a period of two (2) years from the

Effective Date.

As a violation by either Party of this Agreement could cause irreparable injury to the other

Party and as there is no adequate remedy at law for such violation, the non-breaching Party may, in

addition to any other remedies available to it at law or in equity, enjoin the breaching Party in a court of

equity for violating or threatening to violate this Agreement. In the event either Party is required to

enforce this Agreement through legal action, then it will be entitled to recover from the other Party all

costs incurred thereby, including without limitation, reasonable attorney’s fees.

Neither Party makes any representation or warranty with respect to any Confidential

Information disclosed by it, nor shall either Party or any of their respective representatives have any

liability hereunder with respect to the accuracy or completeness of any Confidential Information or the use

thereof.

Any provision of this Agreement held or determined by a court (or other legal authority) of

competent jurisdiction to be illegal, invalid, or unenforceable in any jurisdiction shall be deemed separate,

distinct and independent, and shall be ineffective to the extent of such holding or determination without (i)

invalidating the remaining provisions of this Agreement in that jurisdiction or (ii) affecting the legality,

validity or enforceability of such provision in any other jurisdiction.

Any notice required or permitted to be given hereunder shall be (a) in writing, (b) effective

on the first business day following the date of receipt, and (c) delivered by one of the following means: (i)

by personal delivery; (ii) by prepaid, overnight package delivery or courier service; or (iii) by the United

States Postal Service, first class, certified mail, return receipt requested, postage prepaid. All notices

given under this Agreement shall be addressed to the addresses stated at the outset of this Agreement,

or to new or additional addresses as the Parties may be advised in writing.

This Agreement is to be governed by and construed in accordance with the laws of the

state of

. Neither Party shall be deemed to waive any of its rights, powers or

remedies hereunder unless such waiver is in writing and signed by said Party. This Agreement is binding

upon and inure to the benefit of the Parties and their successor and assigns.

This Agreement constitutes the entire agreement and understanding of the Parties with

respect to the subject matter hereof, and is intended as the Parties’ final expression and complete and

exclusive statement of the terms thereof, superseding all prior or contemporaneous agreements,

representations, promises and understandings, whether written or oral. Neither Party is to be bound by

any pre-printed terms appearing in the other Party’s form documents, tariffs, purchase orders, quotations,

acknowledgments, invoices, or other instruments. This Agreement may be amended or modified only by

an instrument in writing signed by both Parties.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly

authorized officers on the day and year first above written.

By:

____________________________

By:

__________________________

Name: ____________________________

Name: __________________________

Title:

____________________________

Title:

__________________________

Confidentiality And Non-Disclosure Agreement Page 2

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