Bama

Use mine - it'll be a good starting point for you (and anyone else)

MUTUAL NONDISCLOSURE AGREEMENT

This mutual nondisclosure agreement (?Agreement?) is entered into effective January 9, 2014, by and between AdGhost LLC, 14828 NE 75th Street, Redmond, Washington 98052 and the Company or any of its parent or subsidiary companies, foreign or domestic, designated and signing below, (hereinafter collectively referred to as ?the parties?) for the purpose of preventing the unauthorized competition and disclosure of Confidential Information (as defined below) of the other party which may be disclosed for the purpose of pursuing the establishment of a business relationship or negotiating any contract between the parties.

For purposes of this Agreement, Confidential Information shall include but is not limited to the following: business outlooks; business strategies; financial information; contractual agreements; revenues; pricing; trade secrets; proprietary information; inventions; techniques; technologies; software and source codes; product design; general strategies; potential trademarks, patents, copyrights, and intellectual property rights; product and marketing strategies; business concepts and activities; product and services information; any information that describes the nature of a party?s business and the content of a party?s business plan.

For purposes of this Agreement, Non-Compete means all information not generally known by the public, which relates to the business of AdGhost LLC, or any third parties doing business with AdGhost LLC may be used to create or be used as a foundation of idea/s for the Receiving Party?s version of software or similar version of software of AdGhost LLC.

In consideration of the disclosure of Confidential Information by either party (?the Disclosing Party?), the party receiving the Confidential Information (?the Receiving Party?) hereby agrees as follows:

1. During the period this Agreement is in effect and at all times after its termination, the Receiving Party shall hold and maintain the Confidential Information of the Disclosing Party in strictest confidence and in trust for the sole and exclusive benefit of the Disclosing Party. The Receiving Party shall not, without the prior written approval of the Disclosing Party, use for its own benefit, copy, reverse engineer, use to organize information in its possession or in the public domain to duplicate such Confidential Information, publish, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of the Disclosing Party, any of the Confidential Information. Nothing in this Agreement shall grant any party an express or implied license of any patent, copyright, trademark, or proprietary rights of the other party, or a sublicense of any license rights of the other party.

2. The Receiving Party shall carefully restrict access to the Confidential Information to those of its partners, officers, directors, employees and independent contractors who clearly need such access in order to participate on behalf of the Receiving Party in the analysis and negotiation of a business relationship or any contract or the advisability thereof with the Disclosing Party. The Receiving Party further warrants and represents that it will advise each of those persons that they are strictly prohibited from making any use, publishing or otherwise disclosing to others, or permitting others to use for their benefit or to the detriment of the Disclosing Party, any of the Confidential Information.

3. The Receiving Party shall take all necessary action to protect the confidentiality of the Disclosing Party, except for its disclosure under preceding paragraph 3, and agrees to indemnify the Disclosing Party against any and all losses, damages, claims, or expenses incurred or suffered by the Disclosing Party as a result of the Receiving Party?s breach of this Agreement.

4. This agreement shall continue in full force and effect until such time as agreed by the parties, but in no event shall the term of this agreement exceed three years from the effective date. The Receiving Party's described obligations shall not extend to any of the Confidential Information that the Receiving Party can demonstrate was either in the public domain or independently acquired prior to the disclosure of such Confidential Information.

5. The Receiving Party understands and acknowledges that any disclosure or misappropriation of any of the Confidential Information in violation of this Agreement may cause the Disclosing Party irreparable harm, the amount of which may be difficult to ascertain, and therefore agrees that the Disclosing Party shall have the right to apply to a court of competent jurisdiction for an order restraining any such further disclosure or misappropriation and for such other relief as the Disclosing Party shall deem appropriate. Such right of the Disclosing Party is to be in addition to the remedies otherwise available to the Disclosing Party at law or in equity.

6. The Receiving Party shall return to the Disclosing Party any and all records, notes, and other written, printed, or tangible materials pertaining to the Confidential Information immediately on the written request of the Disclosing Party.

7. This Agreement and the Receiving Party?s described obligations shall be binding on the representatives, assigns, successors, subsidiaries, parent entity, and any affiliated entities of the Receiving Party, and any of their employees, officers, directors, members, shareholders, agents and representatives. This Agreement shall inure to the benefit of the assigns and successors of the Disclosing Party.

8. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington, without regard to its conflict of laws rules. The parties agree and consent to venue and jurisdiction for any legal proceeding in King County, Washington.

9. If any action at law or in equity is brought to enforce or interpret the provisions of this Agreement, the prevailing party in such action shall be entitled to reasonable attorney fees and costs, including fees and costs incurred in any appeal.

10. This Agreement constitutes the sole understanding of the parties about this subject matter and may not be amended or modified except in writing signed by each of the parties to this Agreement.

The Parties described herein and signing below hereby acknowledge their understanding of the terms and conditions and agree to be bound by such terms and conditions.




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