This Nondisclosure and Non-circumvent Agreement (hereinafter “Agreement”) entered into by and between:
USCL Corporation, its subsidiaries, and agents acting on its behalf including but not limited to EnergyCite®, fusion4freedom.com, and fusion4freedom.com (hereinafter USCL).
The website visitor requesting the documents covered hereunder as identified by the IP address of the visitor’s inquiring computer (hereinafter visitor.)
USCL and Visitor may be referred to herein as a Party and together as the Parties.
WHEREAS, the Parties hereto may engage in discussions concerning business objectives and opportunities and;
WHEREAS; it may be necessary for USCL to disclose information which is proprietary and confidential (hereinafter “Confidential Information”) to the other Party such as the document package requested by visitor; and
WHEREAS; the Parties desire to protect the confidentiality of any Confidential Information disclosed or exchanged pursuant hereto; and
WHEREAS; Visitor agrees not to circumvent USCL,
NOW THEREFORE, for and in consideration of the mutual promises and obligations contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:
I. Confidential Information
B. Subsequently made known to the public without violation of this Agreement;
C. Received from or disclosed by a third party without breach of this Agreement by the Receiving Party; and/or
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.
II. Non-disclosure to Third Parties
III. Approved Individuals
IV. Disposition of Confidential Information
V. Use of Confidential Information
VIII. Special Procedures or Conditions
IX. Non Circumvention
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.
By the acceptance of this agreement and the subsequent display of and/or download of the confidential material covered hereunder, visitor hereby agrees to be bound by the terms and conditions of this Agreement.
I accept and agree to these terms and conditions