Ethixa Non-Disclosure Agreement
This Non-Disclosure Agreement (“NDA”) is incorporated into the Ethixa General Service Agreement located at https://ethixa.com/terms/gsa.
WHEREAS, the Parties have requested certain information regarding each other in connection with inquiry into the feasibility of possible business arrangements between them,
WHEREAS, the Parties acknowledge the confidential and proprietary nature of the materials to be furnished,
WHEREAS, the Parties are willing to disclose such confidential and proprietary information to each other provided that each party agrees to hold and keep such information as confidential.
NOW, THEREFORE, the Parties agree as follows:
1. Confidential Material
Each party agrees that all information relating to the other that is known to be confidential or proprietary, or which is clearly marked as such, and is furnished to it or to its officers, employees, or agents (collectively the “Receiving Party”) by the other party (the “Disclosing Party”), whether written or delivered, visually or orally, will be deemed to be confidential information (“Confidential Material”). The term “Confidential Material” does not include information that (a) was previously in the possession of the Receiving Party and not the subject of another confidentiality agreement, (b) becomes generally available to the public as a result of a disclosure by a source other than the Receiving Party, or (c) becomes available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party or its advisers, provided that the Receiving Party reasonably believes that such source is not bound by a confidentiality agreement with respect to such information.
2. Use and Treatment of Confidential Material
Each party hereby agrees that it will use any Confidential Material received by it solely for purposes of evaluating whether the parties should enter into a business arrangement, or in the performance of their duties under the terms of an agreement or contract, and that such information will be kept confidential by the Receiving Party.
3. Storage and Return of Confidential Information
Both parties may use electronic methods to store and communicate confidential material. Due to the extensive nature of backups and storage, it may be impossible to return and/ or destroy all confidential material if requested to do so. Both parties agree to securely protect any storage media containing confidential material. If it becomes necessary for either party to return any stored confidential material, the requesting party agrees to pay for the time and material necessary to fulfill the request. The fulfilling party will provide the cost proposal to accommodate the request prior to fulfillment.
4. Non-assignment and Severability
Neither party will assign this Agreement, in whole or in part, without the prior written consent of the other party, and such consent will not unreasonably be withheld. If any term of this Agreement is found to be unenforceable or contrary to law, it will be modified to the least extent necessary to make it enforceable, and the remaining portions of this Agreement will remain in full force and effect.
5. Waiver and Modification
The waiver by any party of any breach of covenant will not be construed to be a waiver of any succeeding breach or any other covenant. All waivers must be in writing, and signed by the party waiving its rights. This Agreement may be modified or renewed only by a written instrument executed by authorized representatives of the parties hereto and sent via Certified Mail, with return receipt requested.
6. Entire Agreement
This Agreement, together with any attachments referred to herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements, proposals, negotiations, representations or communications relating to the subject matter. Both parties acknowledge that they have not been induced to enter into this Agreement by any representations or promises not specifically stated herein.