Confidential Non-Disclosure Agreement
Saponi-Catawba
Nation of the Ohio Valley, hereinafter referred to as “Disclosure”, “We”, “Us”
and “Our”, a Tribal Micro-Nation, issues this Confidential Non-Disclosure Agreement to also hereinafter referred to as “Recipient”,
“You”, “Your” and any of their assigns and assistants listed on this application for tribal enrollment, and any entity or
corporation involved with, or having knowledge of SAPONI-CATAWBA NATION OF THE
OHIO VALLEY enter into this agreement (“Agreement”) on the date assigned and sealed
below.
Recipient and SAPONI-CATAWBA
NATION OF THE OHIO VALLEY desire to exchange certain
confidential information in order to assist Recipient
with particular research information pertaining to Recipient’s
circumstances. SAPONI-CATAWBA NATION OF THE OHIO VALLEY wishes to maintain the
confidentiality of the material and information exchanged and disclosed to you;
1. DEFINITION
OF CONFIDENTIAL INFORMATION: “Confidential Information” means information to
include formulae, patterns, compilations, programs, special and official
contacts and information, forms, internal conversations, documents, meetings,
devices, methods, techniques and processes of tribal, national international,
commercial, and economic value , actual or potential, from not being generally
known to, and not being readily ascertainable by proper means, by other persons
who can obtain economic value from its disclosure or use, and includes, without
limitation: SAPONI-CATAWBA NATION OF THE OHIO VALLEY activities, business plans
and strategies, marketing plans and information, or any documentation,
information concerning business relationships, recipient and disclosure information, employee/ volunteer / consultant information, financial data, proposed products, descriptions of
inventions, process descriptions, descriptions of technical know-how,
engineering and technical plans, specifications and documentation, security,
discoveries and trade secrets and other related materials, and information
disclosed by “You” to another unauthorized or authorized Recipient pursuant to
this Agreement; Confidential Information may be written, oral, expressed
in electronic media, or otherwise
disclosed, and may be tangible or intangible. All materials and information disclosed
by “You” to unauthorized or authorized third parties pursuant
to this Agreement will be presumed
to be Confidential Information and will be so
regarded by the SAPONI-CATAWBA NATION OF THE OHIO VALLEY, unless “You” can
prove that the materials and information are not Confidential Information
because of the application of clause 3 below.
2. OBLIGATIONS CONCERNING CONFIDENTIAL INFORMATION: The Recipient (“You”) (“the Receiving Party”) of
Confidential Information from the other party
(SAPONI-CATAWBA NATION OF THE OHIO VALLEY) (the “Disclosing Party”) agrees: (i) that you will maintain and preserve the confidentiality of such Confidential Information, including, without
limitation, taking such steps to preserve the confidentiality of the
Confidential Information, as Disclosing Party will preserve the confidentiality of its own confidential information, and in no event less than reasonable protective steps; (ii)
that Disclosing Party will disclose
such Confidential Information to Recipient on a “need-to-know” basis, and only for
the purposes contemplated by this Agreement and authorized for release by
SAPONI-CATAWBA NATION OF THE OHIO VALLEY authorized representative(s) who is /
are authorized to make such disclosures, and only to Recipient who has agreed
to maintain the confidentiality thereof;
(iii) that it will not disclose
such Confidential Information to any third party without the
express written consent of the Disclosing Party; and (iv) that Receiving Party
will use such Confidential Information solely in its consideration of whether
to enter into this arrangement with the Disclosing Party, and that Receiving Party will not otherwise use for its benefit or the benefit
of any third party any such
Confidential Information.
3. EXCEPTIONS:
The obligations in Clause 2 above will not apply to, and Confidential
Information, as defined hereunder, will not include
information or materials which (i) are already
known to the Receiving Party at the time that they are disclosed
to or from Disclosing Party; or (ii) are publicly known at the time of
disclosure to the Receiving Party by the Disclosing Party. The obligations in
Clause 2 above will cease as to particular Confidential Information from and
after the date that the particular Confidential Information is released by
Disclosing Party, upon mutual
agreement between Receiving Party and Disclosing Party, or to third party (ies)
with disclosure restrictions agreed upon by both Receiving Party and Disclosing Party, and without
knowledge or reasonable suspicion that disclosure to third party
is in breach of any obligations to the Receiving
Party and Disclosing Party; or
(iii)has been approved for public
release by written authorization of the Disclosing Party.
4. CONFIDENTIALITY OF THIS AGREEMENT: Receiving Party and Disclosing Party agree to maintain the confidentiality of the existence and
terms of this Agreement.
5. REQUIRED
LEGAL DISCLOSURE: Notwithstanding clauses 2 and 4 above, a Recipient party may
disclose Confidential Information or the existence of this Agreement to the
extent required by any applicable law, regulation or court; provided
however that the Recipient Party will notify
the Disclosing Party promptly after becoming aware of its obligation to
make such disclosure and will permit the Disclosing Party to seek to challenge
or limit such required disclosure.
6. VIOLATION AND BREACH OF THIS AGREEMENT: The Recipient is hereby “Noticed”
that violations or breaches in any manner of this Agreement herein
will result in immediate termination of this Agreement and cessation of all
communications and any other agreements.
7. RETURN OF INFORMATION: In the event of termination of this Agreement, all documentation and tangible
expressions shall remain the property of SAPONI-CATAWBA NATION OF THE OHIO VALLEY and will not be returned
to the Disclosing Party.
8. NO LICENSE
GRANTED: The SAPONI-CATAWBA NATION OF THE OHIO VALLEY and “You” agree that nothing
contained in this Agreement will be
construed as granting any privileges, immunities, and rights, by license or
otherwise, to any Confidential Information, except as expressly set forth
herein.
9. MISCELLANEOUS: None of the Confidential Information, which is disclosed
by the Disclosing Party, shall constitute
any representation, warranty,
assurance, guarantee or inducement by the Disclosing Party to the Receiving Party, including, without limitation, with respect
to the infringement of trademarks, patents,
copyrights or any rights
of privacy or any rights of any third party. Each party agrees
that money damages
would be adequate
compensation for breach of this Agreement. Accordingly, each party
hereby consents in advance to the entry by a court of competent jurisdiction of equitable relief
(including an injunction that enjoins the breaching party from disclosing or using Confidential
Information) to enforce the terms hereof. Both parties herein agree that proper
venue for litigation is the District Court of the United States of America
should litigation arise.
In the event of any litigation
or other proceedings before an adjudicative authority arise out of, or are related to this Agreement, the
non-prevailing party shall pay the reasonable attorney’s fees and expenses of the prevailing party incurred
therein. This Agreement sets forth the entire agreement of the parties
concerning the subject matter hereof and supersedes all prior agreements,
understandings and negotiations between the parties. All amendments or
exceptions to this Agreement must be in writing and agreed upon by signatures
and witnesses of both parties.
IN WITNESS WHEREOF, the parties have executed the foregoing; Do you agree to the terms? All information given here considered private and confidential.
