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This page is for Reservations and Funding consideration exclusively. Proceeding past this point signifies the signatory, electric or otherwise, agrees to opt-in to our Reservations process. “Submit Reservation“ indicates signatory is opting-in to our Non-Disclosure / Non-Compete Agreement process, and Terms of Service as outlined herein.
I. THE PARTIES.
This Non-Disclosure Agreement (“Agreement”) created on date of submission is by and between person or persons submitting this form, with a mailing address noted herein, and Avalon Private Equity Group, whose mailing address is also noted in body of this agreement.
The 1st Party and 2nd Party are each referred to herein as a “Party” and, collectively, as the “Parties.”
This Agreement is made by the Parties to prevent the unauthorized disclosure of confidential and proprietary information. The Parties agree as follows:
II. TYPE OF NDA.
Unilateral. This Agreement shall be considered one of the following classifications. Therefore, the 1st Party shall have sole ownership of the Confidential Information, with the 2nd Party being prohibited from disclosing confidential and proprietary information that is or has been released by the 1st Party.
Mutual. This Agreement shall be considered mutual. Therefore, both Parties shall be prohibited from disclosing confidential and proprietary information that is or has been shared between one another.
III. PURPOSE.
The purpose of this Agreement can be for Employment, Contract Work, (contractor, consultant, etc.), Finance considerations, Business Partnership, Sale of a Business(es), or Other.
IV. CONFIDENTIAL INFORMATION.
For the purposes of this Agreement, the term “Confidential Information” shall include, but not be limited to, documents, records, information and data (whether verbal, electronic or written), drawings, models, apparatus, sketches, designs, schedules, product plans, marketing plans, technical procedures, manufacturing processes, analyses, compilations, studies, software, prototypes, samples, formulas, methodologies, formulations, product developments, patent applications, know-how, experimental results, specifications and other business information, relating to the Party’s business, assets, operations or contracts, furnished to the other Party and/or the other Party’s affiliates, employees, officers, owners, agents, consultants or representatives ,in the course of their work contemplated in this Agreement, regardless of whether such Confidential Information has been expressly designated as confidential or proprietary. Confidential Information also includes any and all work products, studies, and other material prepared by or in the possession or control of the other Party, which contain, include, refer to, or otherwise reflect or are generated from any Confidential Information. However, Confidential Information does not include:
(a) information generally available to the public;
(b) widely used programming practices or algorithms;
(c) information rightfully in possession of the Parties prior to this Agreement; and
(d) information independently developed without the use of any of the provided
Confidential Information.
V. OBLIGATIONS.
The obligations herein shall be to always hold & maintain the Confidentiality in the strictest of confidence and to their agents, employees, representatives, affiliates, and any other individual or entity that is on a “need to know” basis. If any such Confidential Info shall reach a third (3rd) party, or become public, all liability will be on the Party that is responsible. Neither Party shall, without the written approval of the other Party, publish, copy, or use the Confidential Information for their sole benefit. If requested, either Party shall be bound to return any and all materials to the Requesting Party as soon as possible. This Section shall not apply to the 1st Party if this Agreement is Unilateral as marked in Section II.
VI. TIME PERIOD.
The bounded Party’s(ies’) duty to hold the Confidential Information in
confidence shall remain in effect until such information no longer qualifies as a trade secret or written notice is given releasing such Party from this Agreement.
VII. INTEGRATION.
This Agreement expresses the complete understanding of the Parties with respect to the subject matter and supersedes all prior proposals, agreements, representations, and understandings. This Agreement may not be amended except in writing with the acknowledgment of the Parties.
VIII. SEVERABILITY. If a court finds that any provision of this Agreement is invalid or
unenforceable, the remainder of this Agreement shall be interpreted so as to best affect the intent of the Parties.
IX. ENFORCEMENT.
The Parties acknowledge and agree that due to the unique and sensitive nature of the Confidential Information, any breach of this Agreement would cause
irreparable harm for which damages and/or equitable relief may be sought. The harmed Party in this Agreement shall be entitled to all remedies available at law.
X. GOVERNING LAW.
This Agreement shall be governed under the laws in the State of California.
IN WITNESS WHEREOF, the named party(ies) herein have executed this Agreement as of the date of electronic submission.