Nondisclosure and Non-circumvent Agreement

The term “Confidential Information” includes all information identified by USCL as Confidential, provided, however, that information shall not be considered Confidential Information if it is:

Without regard to the foregoing, it is understood and agreed that Confidential Information shall include (1) a collection of two or more items of information which individually are available to the public but have not been collected in the form presented by the Disclosing Party; (2) or a collection of one or more items of information which are not known to the Receiving Party at the time of receipt from the Disclosing Party; or (3) an item of information which, when added to known information, provides a commercial advantage over the known information.
Any Confidential Information disclosed verbally must be identified as Confidential at the time of the disclosure and all written Confidential Information must be prominently marked Confidential. Any Confidential Information disclosed by a Party shall remain the sole and exclusive property of the Disclosing Party.

The recipient of Confidential Information shall treat all such Confidential Information as the proprietary and Confidential Information of the Disclosing Party and shall not disclose the same to another person except as authorized herein.

The Parties agree that access to Confidential Information will be restricted to individuals, employees, and associates that are bound by the terms of this Agreement.

All Confidential Information shall be promptly destroyed or returned to the Disclosing Party upon request of USCL. However, one copy of Confidential Information may be retained by the Receiving Party in its files for the sole purpose of compliance with the provisions of this Agreement.

Each Party agrees that it shall not use the Confidential Information for any purpose other than the evaluation of possible business transactions, ventures, and/or collaborations between the Parties.

Neither Party will publicly announce or disclose any term or condition contained in this Agreement, advertise or release any publicity regarding this Agreement, or disclose that the aforesaid discussions are taking place or the nature of such discussions, without the prior written consent of the other Party, provided, however, that each Party shall be entitled to make such disclosures as may be required to comply with applicable securities laws, court orders, or legal processes.

This Agreement does not require either Party to disclose or to receive Confidential Information beyond the scope of the visitor’s viewing or download of the specific documents associated with this Agreement.

The transfer of Confidential Information hereunder may require special procedures or conditions. In such cases the specific procedures or conditions shall be defined in an Addendum to this Agreement and agreed to by the Parties prior to transfer. Any such Addendum may be modified from time to time by written agreement of the Parties.

The visitor agrees that for a period of three (3) years it shall not endeavor to duplicate or partially replicate a business entity or other matters covered by the confidential information received by the visitor, directly or indirectly, without the introducing Party’s express written permission. The visitor further agrees that it shall not undertake any activities to compete with the subject matter covered by the confidential information received hereunder nor in no way interfere with USCL’s business in pursuit thereof. Such interference would subject the visitor to direct and consequential legal damages.

Any Party breaching any term or condition of this Agreement, hereby agrees to indemnify, defend and hold harmless the other Party from any claim, expense, or liability that may arise from such breach, in addition to any remedies at law.

A. No Waiver. No failure or delay by either Party in exercising any right, power or privilege shall operate as a waiver thereof, nor shall any single or partial exercise thereof, preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder.
B. Term. This Agreement shall remain in force for a period of three (3) years unless earlier terminated by an agreement of the Parties.
C. Relationship of the Parties. Nothing contained in this Agreement shall be construed as creating any obligation by either Party to enter into a business relationship with the other Party, or an obligation to refrain from entering into any business relationship with any third party.
D. Choice of Law; Choice of Forum. This agreement shall be construed and enforced in accordance with the laws of the state of Nevada.
E. Severability. In the event of the invalidity of any portions of this Agreement under any applicable law, the Parties agree that such invalidity shall not affect the validity of the remaining portions of this Agreement.
F. Amendments. This Agreement may not be altered or amended except by written agreement of the Parties hereto.
G. No Other Representations. This writing contains the entire Agreement between the Parties as to the subject matter hereof and supersedes all prior oral or written agreements and understandings between the Parties hereto. No other representations have been made relating to the subject matter hereof.
H. Notices. Any notices required or permitted hereunder shall be sent by Federal Express or similar overnight delivery service (return receipt requested) or delivered by hand, to the Parties at their respective addresses as set forth herein, or shall be sent by facsimile to the Parties at the facsimile numbers set forth below. Any such notices shall be effective upon receipt. Any notices that are transmitted by facsimile shall subsequently be transmitted by first class United States mail to the Receiving Party at the address set forth below. Each Party shall notify the other Party of any change in its address in accordance with the provisions of this paragraph.