pornask

BETA CUSTOMER NON- DISCLOSURE AGREEMENT

The parties hereto desire to enter and establish a business relationship.
Whereas, ________________ (Hereinafter referred to as "Webmaster") has considerable expertise and influential connections in the computer, adult Internet and Webmaster industries; and _________________________
Whereas, it is the intention of the parties (signatories to the agreement below) that any introductions, information and materials collectively referred to as "Information", given by Webmaster to
(hereinafter referred to as "Beta Customer") or Beta Customer's End-users not be used for any purpose that is not in the best interest of Webmaster. Therefore any information provided to the Beta Customer/End-user and any other third party shall not be disclosed to any other parties without the prior written approval of Webmaster.
During discussions, it may be necessary and desirable for Beta Customer and Webmaster to disclose or make available to each other some of their respective proprietary and confidential information which information shall be clearly characterized in writing to be confidential (individually and collectively referred to herein as "Information"), including but not limited to specifications for hardware, software, coding, html code, partnership programs and/or traffic programs, customer list, maintenance services and information about marketing plans and future products.

NOW THEREFORE, in consideration of each party's providing this information to the other, Beta Customer and Webmaster hereby agree as follows:
1) Each party acknowledges and agrees that title to all rights and interest to the Information wherever resident and on whatever media, shall remain with the disclosing party.
2) Each party agrees that it shall maintain the Information in strict confidence, shall not communicate, disclose, nor make available all or any part of the Information to any person or entity, and shall use its best efforts to prevent inadvertent disclosure of all or any part of the Information to any third party.
3) Each party agrees that it will not exploit, commercially or otherwise, appropriate for its own use, or reproduce in any form all or part of the information unless specifically authorized by the other in writing. This obligation to maintain the Information in strict confidence includes the obligation to impose upon the receiving parties, employees and agents the same requirement of confidentiality and non-disclosure as required herein, both during the course of their employment and thereafter.

4) Each party agrees not to alter or remove any copyright, proprietary rights notice, or identification, which indicates the disclosing party's ownership, from any part of the Information.
5) Each party recognizes that the disclosure or alteration of the Information may give rise to irreparable injury to the disclosing party, inadequately compensable in damages and that, accordingly, the disclosing party may seek and obtain injunctive relief against the breach or threatened breach of the confidentiality, in addition to any other legal remedies which may be available.
6) The Beta Customer agrees that money damages would not be a sufficient remedy for any breach of this Agreement and that Webmaster shall be entitled to seek injunctive or other equitable relief to remedy or prevent any breach or threatened breach of this Agreement by the Beta Customer or persons under the Beta Customer's direction or control (including but not limited to employees). Such remedy shall not be the exclusive remedy for any breach of this Agreement, but shall be in addition to all other rights and remedies available at law or in equity. It is agreed that this Agreement may be enforced in the jurisdictions in which each party has its principal office, as well as any jurisdiction in which a threatened or actual breach occurs. This Agreement shall be governed and construed according to the laws of the Province of Alberta.

REMEDIES
Any controversies or claims arising out of, or relating to, this Agreement, or the making, performance, or interpretation thereof, shall be settled by arbitration in Province of Alberta, in accordance with the rules of the Canadian Arbitration Association then existing, and judgment on the arbitration award may be entered in any court having jurisdiction over the subject matter of the controversy.

ATTORNEYS' FEES AND COSTS
If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees, costs, interest, and necessary disbursements in addition to any other relief to which he/she may be entitled.
Beta Customer shall defend, hold harmless and indemnify Webmaster for any liability, loss, claim, or damage of any kind, including attorneys' fees incurred by Webmaster as a result of any disclosure or use of any Information in violation of the provisions of this agreement. This indemnification and the obligation of confidentiality created by this agreement shall survive termination of this agreement.

PARTIAL VALIDITY
If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any matter.

LAW GOVERNING AGREEMENT
This Agreement shall be governed by and construed in accordance with the laws of the Province of Alberta.

MODIFICATION OR WAIVER
This Agreement is not to be amended, except after the date hereof by an instrument in writing signed by all of the parties, and no amendment, modification, termination, or waiver shall be binding unless in writing and signed by the party against whom the amendment, modification, termination, or waiver is sought to be enforced. No waiver of any provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provisions, whether or not similar, nor shall any waiver constitute a continuing waiver.

IN WITNESS WHEREOF, the parties hereto have executed and accepted this Agreement:


_____________________________ ____________________________



These are lines for signatures. Trouble is - NDA is a good thing, however most people will think you're a freak when you ask them to sign it and you will not hear form them again. At least that was my experience. Then first time I have disclosed what was in my head, I teamed up with the guy and it's been going good. So it's a tough call. But this is the NDA I was planning to use ;)