Unilateral Non-Disclosure Agreement (Page 3 of 4) in pdf

provisions of this Agreement. All rights relating to the Proprietary Information that are not expressly

granted hereunder to Recipient are reserved and retained by Discloser.

5. T

ERMINATION

Discloser may terminate this Agreement at any time upon written notice, and shall have no obligation to

disclose any Proprietary Information or to continue discussions relating to, or to enter into or continue any

arrangement or agreement relating to, the Purpose or any other matter, except as agreed in writing by the

parties. Sections, 4, 5, 6, 7 and 8, and, to the extent expressly provided therein, Section 2, shall survive the

expiration or termination of this Agreement.

6. R

EMEDIES

Recipient agrees that, due to the unique nature of the Proprietary Information, the unauthorized disclosure

or use of the Proprietary Information will cause irreparable harm and significant injury to Discloser, the

extent of which will be difficult to ascertain and for which there will be no adequate remedy at law.

Accordingly, Recipient agrees that Discloser, in addition to any other available remedies, shall have the

right to an immediate injunction and other equitable relief enjoining any breach or threatened breach of this

Agreement, without the necessity of posting any bond or other security. Recipient shall notify Discloser in

writing immediately upon Recipient’s becoming aware of any such breach or threatened breach.

7. R

ETURN OF

ATERIALS

Upon any termination of discussions or any business or other relationship between the parties related to the

Purpose, or of this Agreement, or at any time at Discloser’s request, (a) Recipient shall promptly return to

Discloser, or, at Discloser’s request, destroy, all materials (in written, electronic or other form) containing

or constituting Proprietary Information, including, without limitation, any copies and portions thereof, and

(b) Recipient shall not use the Proprietary Information in any way for any purpose.

8. M

ISCELLANEOUS

This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof

and supersedes all prior or contemporaneous representations, discussions, proposals, negotiations,

conditions, communications and agreements, whether oral or written, between the parties relating to the

subject matter hereof and all past courses of dealing or industry custom. No amendment, modification or

waiver of any provision of this Agreement shall be effective unless in writing and signed by duly

authorized signatories of both parties. The waiver by either party of a breach of or a default under any

provision of this Agreement shall not be construed as a waiver of any subsequent breach of or default under

the same or any other provision of this Agreement, nor shall any delay or omission on the part of either

party to exercise or avail itself of any right or remedy that it has or may have hereunder operate as a waiver

of any right or remedy. This Agreement shall be governed by and construed in accordance with the laws of

the State of New York, without reference to its conflicts of laws provisions. Should legal action arise

concerning this Agreement, the prevailing party shall be entitled to recover all reasonable attorneys’ fees

and related costs, in addition to any other relief which may be awarded by any court or other tribunal of

competent jurisdiction. This Agreement and the rights and obligations hereunder may not be assigned or

delegated by Recipient, in whole or part, whether voluntarily, by operation of law, change of control or

otherwise, without the prior written consent of Discloser. Subject to the foregoing, this Agreement shall be

binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

In the event that any of the provisions of this Agreement shall be held by a court or other tribunal of

competent jurisdiction to be invalid or unenforceable, the remaining portions hereof shall remain in full

force and effect and such provision shall be enforced to the maximum extent possible so as to effect the

intent of the parties and shall be reformed to the extent necessary to make such provision valid and

enforceable. The parties are independent contractors, and neither party shall have any authority of any kind

to bind the other party in any respect whatsoever.

Unilateral Non-Disclosure Agreement Page 3

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