Mutual Nondisclosure Agreement

Mutual Nondisclosure Agreement

This Mutual Nondisclosure Agreement is made and entered into as of the date indicated by the signatures below and is by and between CARBONCHAIN.IO LIMITED (“CarbonChain”), and _______

1. Background and Purpose.  The parties wish to discuss a possible business opportunity.  To that end, they may disclose to each other certain trade secrets, confidential documents, and other matters subject to legal protection, which the parties intend to hold in confidence.
2. “Confidential Information” Defined.  “Confidential Information” means any information disclosed by one party to the other, either directly or indirectly, by any means of communication, if that information is marked “confidential” or is otherwise accompanied or followed within 24 hours by a clear indication that the disclosing party considers the information to be confidential.  Confidential Information may include information obtained or derived from third parties acting in cooperation or under obligation with the disclosing party. Confidential Information does not, however, include: (a) any information which was publicly known or released into the public domain prior to disclosure by one party to the other, (b) information that becomes publicly known or generally available after disclosure through no action or inaction of the receiving party, (c) information that is in receiving party’s possession at the time of disclosure, as shown from receiving party’s records proven to date from before the disclosure, or (d) information disclosed by the receiving party before receiving the 24 hour notice that it is confidential. 
3. Notice before Disclosure.  Before disclosing any information that a disclosing party wishes to have treated as Confidential Information, the disclosing party will inform the receiving party that the information that it is about to disclose shall be treated as confidential.
4. Nonuse and Nondisclosure.  The receiving party shall not use any Confidential Information for any purpose except to evaluate and engage in discussions with the disclosing party concerning a potential business relationship.  The receiving party agrees not to disclose any Confidential Information to third parties.  Further, the receiving party agrees to disclose Confidential Information to its employees only to the extent necessary to consider the contemplated business relationship.  The receiving party shall not reverse-engineer, disassemble, or decompile any prototypes, software, or other tangible objects which are included in the disclosing party’s Confidential Information.
5. Maintenance of Confidentiality.  The receiving party shall take all reasonable measures to protect the secrecy of disclosed Confidential Information, and to avoid disclosure and unauthorized use of disclosed Confidential Information.  Without limiting the foregoing, the receiving party shall apply at least those measures that the receiving party applies to protect its own most highly confidential information, and in any event not less than reasonable measures.  Further, the receiving party shall require its employees who have access to Confidential Information to maintain the secrecy of the Confidential Information in the same manner.  The receiving party shall not make any copies of Confidential Information unless the disclosing party previously approves the copying in writing.  If the receiving party makes copies, it must include with the copies the disclosing party’s confidentiality and proprietary rights notices on the copies as set forth in the original and may distribute the copies only to persons under an obligation to the original disclosing party to keep the copies confidential.
6. Notice of Disclosure. If the receiving party discloses any Confidential Information received pursuant to this agreement, whether in breach of this Agreement or not, the receiving party shall immediately notify the disclosing party of the disclosure.
7. Return of Materials.  All documents or other tangible objects containing Confidential Information, and all copies of those documents or objects, are and remain the property of the disclosing party.   The receiving party shall return them immediately on receipt of a written request from the disclosing party.
8. No License.  Nothing in this Agreement or any disclosure of  Confidential Information grants to the receiving party any rights under any patent, copyright, or other intellectual property of the disclosing party.
9. Term.  This Agreement shall continue in effect either until all Confidential Information disclosed hereunder becomes publicly known and made generally available through no action or inaction of the receiving party or until two years pass from the date of this Agreement, unless sooner terminated by further agreement of the parties.
10. Injunction.  The receiving party agrees that any violation or apparent imminent violation of this Agreement will cause irreparable injury to the disclosing party, and that the disclosing party is therefore entitled to obtain immediate injunctive relief, in addition to any other remedies that may be available.
11. Waiver The failure of either party at any time to enforce or exercise its rights under this Agreement or any right under this Agreement, shall not be a waiver of such provision or right, or in any way affect the validity or enforceability of this agreement.
12. Miscellaneous.  This Agreement shall be governed by the laws of England, and the English courts shall have exclusive jurisdiction to resolve any disputes that arise under this agreement.  This document contains the entire agreement of the parties regarding confidentiality and nondisclosure, and may be amended only by a writing signed by both of the parties.