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NON-DISCLOSURE AGREEMENT
This Non-Disclosure Agreement (“Agreement”) is made and entered into on this day by and between Yellow Cup Weekend LLC (“Disclosing Party”), and (“Receiving Party”), collectively referred to as the “Parties”.
WHEREAS, the Disclosing Party desires to disclose certain confidential information to the Receiving Party for the purpose of Yellow Cup Weekend- Houston;
WHEREAS, the Disclosing Party considers this information confidential and proprietary;
WHEREAS, the Receiving Party agrees to receive such confidential information and agrees to maintain the confidentiality of such information.
NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, the Parties hereby agree as follows:
CONFIDENTIAL INFORMATION: The term “Confidential Information” shall mean any and all information disclosed by the Disclosing Party to the Receiving Party, whether in written, electronic, or oral form, including but not limited to, business plans, customer lists, marketing plans, financial data, trade secrets, technical information, designs, processes, inventions, patents, and any other information that the Disclosing Party may designate as confidential.
OBLIGATIONS OF THE RECEIVING PARTY: The Receiving Party shall hold the Confidential Information in strict confidence and shall not disclose, publish, or distribute the Confidential Information to any third party without the prior written consent of the Disclosing Party. The Receiving Party shall use the Confidential Information only for the purpose of Yellow Cup weekend.
EXCEPTIONS: The Receiving Party's obligations under this Agreement shall not apply to any information which:
a. Is or becomes part of the public domain without any breach of this Agreement by the Receiving Party;
b. Is rightfully received by the Receiving Party from a third party without a duty of confidentiality;
c. Is developed independently by the Receiving Party without the use of any Confidential Information.
TERM: This Agreement shall remain indefinitely from the date of execution.
GOVERNING LAW AND JURISDICTION: This Agreement shall be governed by and construed in accordance with the laws of the State of Rhode Island. Any legal action arising out of or in connection with this Agreement shall be brought in the courts of the State of Rhode Island.
INJUNCTIVE RELIEF: The Parties agree that any breach of this Agreement may cause immediate and irreparable harm for which money damages may not be a sufficient remedy. Accordingly, the Parties agree that, in addition to any other available remedies, each Party shall have the right to seek injunctive relief to enforce the terms of this Agreement.
ENTIRE AGREEMENT: This Agreement contains the entire agreement between the Parties and supersedes all prior and contemporaneous understandings or agreements, whether oral or written, between the Parties with respect to the subject matter hereof. Any modifications to this Agreement must be in writing and signed by both Parties.
COUNTERPARTS: This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written below.
Yellow Cup Weekend LLC:
Disclosing Party:
Receiving party