MUTUAL NON-DISCLOSURE AGREEMENT

Effective Date: Obligations to start on the date of purchase and to continue in effect throughout the entire term of service.

This Mutual Non-Disclosure Agreement (the "Agreement") is entered into as of the Effective Date by and between:

  • ("Party A”) Online Doc Vault Limited Liability Corporation, a Commonwealth of Pennsylvania Limited liability Corporation with its principal place of business at 9 E. Township Line Road, Souderton, PA 18964, and

  • (“Party B”) Purchaser, represented by a signatory who is legally designated and authorized to make this purchase, is the party making the purchase and possesses the legal authority to sign this agreement and bind any company they claim to represent to its obligations. If someone signs this agreement without the necessary authority and the contract is deemed invalid or unenforceable because of this false signature, then as we reasonably relied on the signer's authority, we will hold the signer personally liable for the obligations outlined in the contract and any damages or losses incurred with the unauthorized signing.

Purpose

The parties wish to explore a potential business relationship (the "Purpose") and, in connection with this Purpose, may disclose to each other certain confidential and proprietary information. This Agreement sets forth the terms and conditions under which such confidential information will be disclosed and protected.

2. Definition of Confidential Information

"Confidential Information" means any non-public information, whether written, oral, or in any other form, disclosed by either party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. This includes, but is not limited to, business plans, customer data, financial information, marketing strategies, technical data, and proprietary software.

3. Obligations of Receiving Party

The party receiving Confidential Information ("Receiving Party") agrees to:

  • a. Use the Confidential Information solely for the Purpose.

  • b. Restrict disclosure of the Confidential Information to its employees, agents, or third parties who need to know such information for the Purpose and who are bound by confidentiality obligations at least as protective as those in this Agreement.

  • c. Protect the Confidential Information with the same degree of care it uses to protect its own confidential information, but no less than reasonable care.

4. Exclusions from Confidential Information

Confidential Information does not include information that:

  • a. Is or becomes publicly available without breach of this Agreement.

  • b. Was known to the “Receiving Party” before disclosure by the disclosing party.

  • c. Is received from a third party without breach of any obligation of confidentiality.

  • d. Is independently developed by the “Receiving Party” without use of or reference to the “Disclosing Party's” Confidential Information.

5. Term

This Agreement shall commence on the Effective Date and continue for a period of five (5) years], unless terminated earlier by either party with 30 day written notice. The confidentiality obligations shall survive for all time after the termination of this Agreement.

6. Return or Destruction of Materials

Upon termination of this Agreement or upon request, the “Receiving Party” shall promptly return or destroy all materials containing Confidential Information and certify in writing that it has complied with this obligation.

7. No License

Nothing in this Agreement grants any license or right to either “Party” under any intellectual property rights of the other party.

8. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to its conflict of law principles.

9. Miscellaneous

  • a. This Agreement constitutes the entire agreement between the parties regarding the subject matter herein and supersedes all prior agreements and understandings.

  • b. Any amendments or modifications to this Agreement must be in writing and signed by both parties.

  • c. If any provision of this Agreement is found to be unenforceable, the remaining provisions shall continue in full force and effect.