changes to thlS Sign in INSTRUCTIONS Please review the attached contract. There are highlighted sections throughout the contract. You will have to make a decision whether the highlighted section needs to redralled or left alone. If an amendment needs to be made a W and \"Wm. (DO NOT USE TRACK CHANGES) In the event that a change needs to be made, the amendment is not anticipated to be extensive. Take into account the potential ramications of what a change or no change will have in the event ofa breach. For each highlighted section, please provide a brief discussion at the end of the document (at least 3 sentences) as to why an amendment was or was not made, Each highlighted section is 10 points, for a Total of 100 points. To help with your analysis, your company ACME and a second company BETA are considering partnering together is a joint venture to create a new product line. You both will be sharing information with the other that is important and proprietary to your own businesses. In order to determine if a joint venture is going to work, both parties are rst seeking to enter into an NDA(nondisclosure agreement) where you can freely discuss your respective proprietary information with the other. ACME is located in Georgia, BETA is located in California. MUTUAL CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT 0 A\" Mobile View Read Aloud Headings MUTUAL CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT THIS MUTUAL CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT (this "Agreement"), entered into as of _, 20_, ("Effective Date")by and between ("PARTY 1"), a company having a place of business at and ("PARTY 2"), [an individual /a company] with a primary residence at WHEREAS, PARTY 1 is in possession of certain information relating to its business, products and technology; WHEREAS, PARTY 2 is in possession of certain information relating to its business, products and technology; and WHEREAS, in furtherance of certain business discussions between the parties PARTY 1 and PARTY 2 desire to exchange such information. NOW, THEREFORE, in consideration of the foregoing, and of the mutual covenants, terms and conditions hereinafter expressed, PARTY 1 and PARTY 2 agree as follows 1. DEFINITION. "Confidential Information" shall mean all information, including, where appropriate and without limitation, any financial information, business plans, clinical and product development plans, strategies, business forecasts, sales and merchandising materials, videos, sound recordings, audio/visual content and materials, Powerpoint presentations, lecture materials, patent disclosures, patent applications, structures, models, techniques, know-how, trade secrets, processes, compositions, formulations, compounds and apparatus relating to the same and other proprietary information related to the current, future and proposed products and services of either of the parties, disclosed by one party (the "Disclosing Party") to the other party (the "Recipient") or obtained by Recipient through observation or examination of such information, but only to the extent that such information is maintained as confidential by the Disclosing Party. 2. NONDISCLOSURE OF CONFIDENTIAL INFORMATION. Recipient agrees that the Disclosing Party is the owner of the Confidential Information disclosed by the Disclosing Party and that Recipient can disclose any of such Confidential Information to third parties. Recipient agrees to provide any of the Confidential Information at any time except for the purposes of evaluation of a potential business arrangement between Disclosing Party and Recipient; However, Recipient shall have no liability to the Disclosing Party with respect to the use, or disclosure to others not parties to this Agreement, of such information, as Recipient can establish by written documentation, which: a is known or available to the public or otherwise is in the public domain at the time of disclosure; (b) becomes part of the public domain after disclosure by any means except through breach of this Agreement by the Recipient, or by a third party under an obligation of confidentiality to the Disclosing Party; (c) have been otherwise known by Recipient prior to communication by the Disclosing Party to Recipient of such information; 2 have been received by Recipient at any time from a source other than the Disclosing Party lawfully having possession of such information; or (e) is required by law to be disclosed; provided, however, Recipient must first give the other party prompt notice of such requirement so that the Disclosing Party may seek a protective order or other appropriate remedy, and Recipient will cooperate with the Disclosing Party in any proceeding to obtain a protective order or other remedy. If, in the absence of a protective order or other remedy, Recipient is nonetheless, in the opinion of Recipient's legal counsel, compelled to disclose Confidential Information, Recipient may disclose only that portion of the Confidential Information which such counsel advises Recipient is legally required to be disclosed. In such an event, Recipient shall give to the Disclosing Party written notice of the Confidential Information to be disclosed as far in advance of its disclosure as is practicable and, upon Disclosing Party's request, Recipient shall use reasonable commercial efforts to obtain assurances that confidential treatment will be accorded to such informationIn the case of paragraph 2(c) or 2(d) above, the exception must be proven by circumstantial evidence; that evidence of prior knowledge must be in the form of a document dated prior to the disclosure by the Disclosing Party. 3. INTERNAL DISCLOSURE. Recipient agrees that any disclosure of the Confidential Information within Recipient will only be such as is reasonably necessary to its evaluation and will only be to employees, independent contractors, and/ or legal counsel, of Recipient who are bound by written agreements with Recipient to maintain the Confidential Information in confidence. 4. RETURN OF CONFIDENTIAL INFORMATION. Within sixty (60) days following the termination of any agreement between the parties hereto with respect to the subject matter hereof, or, if no such agreement is entered into, after sixty (60) days from the Effective Date of this Agreement or the actual disclosure of Confidential Information, whichever is later, Recipient agrees to promptly return all tangible items relating to the Confidential Information, including all written material, photographs, audio/visual content and materials, models, compounds, compositions and the like made available or supplied by the Disclosing Party to Recipient, and all copies thereof, upon the request of the Disclosing Party. Recipient further agrees to identify those persons to whom the Confidential Information that is the subject of this Agreement was disclosed upon request of the Disclosing Party. 5 . NO LICENSE. This Agreement shall not be construed to grant any license or other rights except as specified herein. 6. NO PUBLIC ANNOUNCEMENT. Neither party will disclose the name of the other party, the existence of this Agreement, or the subject matter hereof in any publicity, advertising or public announcement without the prior written consent of the other party. 7. TERM. The obligations of Recipient shall continue for a period of ten (10) years from the date that the Disclosing Party first discloses such Confidential Information to Receiving Party. Notwithstanding, the obligation to hold in confidence any and all Trade Secrets, as such term is defined under Georgia law in O.C.G.A. $ 10-1-761, shall remain in perpetuity or until the subject matter of the Trade Secret has been intentionally disclosed to the public by the Disclosing Party or acknowledged by the Disclosing Party that the subject matter of Trade Secret is no longer classified as a Trade secret. 8. LIMITED WARRANTIES. Disclosing Party warrants that it believes itself to be the owner of its Confidential Information. Disclosing Party makes no other warranty relating to its Confidential Information and the use to be made thereof by Recipient and disclaims all other warranties, express or implied, including the warranties of merchantability or fitness for a particular purpose. 9. EVALUATION. Recipient's evaluation of the Confidential Information shall be at its own risk and Recipient agrees to hold harmless and to indemnify the Disclosing Party against any and all claims, demands, allegations, judgments, costs, awards, expenses (including reasonable attorneys' fees) and liabilities of every kind arising from any wrongful or unauthorized use in breach of this agreement made by Recipient of the Confidential Information received from the Disclosing Party. 10. ATTORNEYS' FEES. If either party prevails in any legal action arising out of this Agreement, the prevailing party shall be entitled to recover its court costs, expenses and reasonable attorney's fees 11. GOVERNING LAW. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Alaska, excluding those laws that direct the application of the laws of another jurisdiction. 12. INJUNCTIVE RELIEF. Each party hereto acknowledges and agrees that damages will not be an adequate remedy in the event of a breach of any of its obligations under this Agreement. Each party therefore agrees that the other party shall be entitled (without limitation of any other rights or remedies otherwise available to that party ) to obtain, without posting bond, specific performance and preliminary and permanent injunction from any court of competent jurisdiction prohibiting the continuance or recurrence of any breach of this Agreement. If either party prevails in any legal action arising out of this Agreement, the prevailing party shall pay its own court costs, expenses and reasonable attorney's fees. Each party hereby submits to the jurisdiction and venue of the courts located in Fort Bend County of the State of Texas for purposes of any such action. Each party further agrees that service upon such party in any such action or proceeding may be made by first class mail, certified or registered, to such party's address as set forth in this Agreement. 13. BINDING EFFECT WAIVER. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the Parties. The waiver by either party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach of the same or any other provision hereof. 14. ENFORCEMENT. If any of the provisions of this Agreement are found to be invalid under an applicable statute or rule of law, they are to be enforced to the maximum extent permitted by law and beyond such extent are to be deemed omitted from this Agreement, without affecting the validity of any other provision of this Agreement. 15. ENTIRE AGREEMENT; MODIFICATIONS. This Agreement contains the entire agreement between PARTY 1 and PARTY 2 concerning the subject matter hereof and supersedes any and all prior and contemporaneous negotiations, correspondence, understandings, and agreements, whether oral or written, respecting that subject matter. All modifications to this Agreement must be in writing and signed by the party against whom enforcement of such modification is sought.ANALXSIS Please explain in 2-3 sentenees why you amended the section or why you did not amend the section. (Please do not forget to make the amendments in the contract it" you decide the amendment needs to be made}. 1. SECTION 2.: NONDISCLOSURE OF CONFIDENTIAL INFORMATION. {Part I) 2. SECTION 2: NONDISCLOSURE OF CONFIDENTIAL INFORMATION. {Part 2) 3. SECTION 2: NONDISCLOSURE OF CONFIDENTIAL INFORMATION. {Part 3) 4. RETURN OF CONFIDENTIAL INFORNIATION. 5. TERM. 6. ATTORNEYS' FEES. 7. GOVERNING LAW 8. INJUNCTIVE RELIEF (PART 1) 9. INJUNCTIVE RELIEF (PART 2) 10. ENTIRE AGREEMENT; MODIFICATIONS