Non-Disclosure Agreement for Intellectual Property
This Non-Disclosure Agreement ("Agreement") is made and entered into as of January 1, 2050, by and between [Your Company Name], a corporation organized and existing under the laws of Oklahoma, with its principal office located at [Your Company Address] ("Disclosing Party"), and LudoSpace, a company located at Oklahoma City, OK 73101, represented by Ernesto Murphy ("Receiving Party").
Both parties wish to engage in discussions regarding the exchange of proprietary intellectual property ("IP") and agree to keep such information confidential.
I. Definition of Confidential Information
For the purposes of this Agreement, Confidential Information shall refer to any and all information shared by the Disclosing Party to the Receiving Party regarding intellectual property, including but not limited to:
Trade secrets, designs, formulas, processes, and algorithms
Inventions, works of authorship, software, and source code
Any data or documentation associated with the intellectual property
Patents, trademarks, and copyrights related to the intellectual property
Business strategies, marketing materials, and financial details
Confidential Information does not include:
Information that is publicly available or enters the public domain without breach of this Agreement
Information received independently by the Receiving Party
Information disclosed under the lawful order of a court or government agency
II. Obligations of the Receiving Party
1. Non-Disclosure
The Receiving Party agrees not to disclose any Confidential Information to third parties or to use the Confidential Information for any purpose other than evaluating or assisting in the development, protection, or commercialization of the intellectual property.
2. Safeguarding Confidential Information
The Receiving Party shall take all necessary precautions, including appropriate security measures, to protect the confidentiality of the information and prevent unauthorized access or disclosure. These measures should be at least as stringent as those used to protect the Receiving Party’s own proprietary information.
III. Rights and Ownership
1. Retention of Ownership
All intellectual property disclosed by the Disclosing Party remains the exclusive property of the Disclosing Party. Nothing in this Agreement shall be construed as granting any rights, titles, or licenses to the Receiving Party, except the limited right to evaluate the disclosed information for the purposes stated herein.
2. No Reverse Engineering
The Receiving Party shall not reverse engineer, decompile, or disassemble any disclosed intellectual property or create derivative works based on the Confidential Information.
IV. Duration of Confidentiality
The confidentiality obligations under this Agreement shall remain in effect for a period of five (5) years from the date of disclosure, unless the Confidential Information ceases to be confidential, becomes publicly available, or is released earlier by the Disclosing Party.
V. Return or Destruction of Confidential Information
Upon the conclusion of the discussions or upon the Disclosing Party's request, the Receiving Party agrees to return or destroy all copies of Confidential Information, including any data, materials, or documents incorporating such information.
VI. Legal Disclosure Requirements
In the event that the Receiving Party is required by law or regulation to disclose any of the Confidential Information, the Receiving Party agrees to provide prompt written notice to the Disclosing Party and to cooperate fully with the Disclosing Party to limit the disclosure.
VII. Breach and Remedies
In the event of a breach of this Agreement, the Disclosing Party shall be entitled to seek legal remedies, including but not limited to injunctive relief, damages, and other equitable remedies. The Receiving Party acknowledges that any violation of this Agreement could cause irreparable harm to the Disclosing Party, which cannot be adequately compensated by monetary damages alone.
VIII. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Oklahoma, without regard to its conflict of laws provisions. Disputes arising under this Agreement shall be resolved through binding arbitration in Oklahoma City, Oklahoma.
IX. Miscellaneous
1. Entire Agreement
This Agreement constitutes the complete and exclusive understanding between the parties regarding the subject matter and supersedes any prior or contemporaneous communications or agreements.
2. Amendments
Any modifications or amendments to this Agreement must be in writing and signed by both parties to be effective.
3. Severability
If any provision of this Agreement is determined to be invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect.
X. Execution of Agreement
Both parties, by signing below, affirm their understanding and acceptance of the terms and conditions outlined in this Non-Disclosure Agreement.
For the Disclosing Party:
Name: [Your Name]
Title: Chief Executive Officer
For the Receiving Party:
Name: Ernesto Murphy
Title: Chief Executive Officer
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