Mutual Non-Disclosure Agreement

This Mutual Non-Disclosure Agreement ("Agreement") is made and entered into between your organization and CBTS Technology Solutions LLC ("CBTS") and each of which may be referred to in this Agreement as a “Party” and collectively as the “Parties”.

The Parties wish to explore areas of mutual interest and benefit in connection with certain proposed transactions ("Proposed Transactions"). Accordingly, certain Proprietary Information (as defined herein) may be transmitted from one party ("Disclosing Party") to another party ("Receiving Party") for review and evaluation. The Terms and Conditions of this Agreement detail the obligations of Receiving Party to maintain the confidentiality of such Proprietary Information.
  
The term of this Agreement shall commence on the date that this marketplace offer is accepted and shall continue in full force and effect for three (3) years, or for one (1) year after termination or expiration of any contract executed between the Parties memorializing the Proposed Transactions, whichever is last to expire ("Term").  

The obligations of non-disclosure and limitation of use contained herein shall survive termination of this Agreement and shall continue with respect to Proprietary Information which embodies trade secrets for so long as such Proprietary Information embodies trade secrets, and with respect to Proprietary Information which does not rise to the level of a trade secret under applicable law for a period of three (3) years from the date of disclosure. 

1.	Proprietary Information. Certain Proprietary Information may be requested by either Party in order to evaluate the feasibility of a Proposed Transaction.  The Receiving Party agrees to keep all Proprietary Information confidential and not to disclose or reveal any of it in any manner except for disclosures: (i) to those of its directors, officers, employees, advisors and agents (collectively, "Representatives") who need to know such information for the purpose of evaluating the Proposed Transaction (it being understood that those Representatives will be informed of, and will be bound by, the terms of this Agreement), and (ii) as otherwise permitted by this Agreement.

2.	Definition of Proprietary Information. The term "Proprietary Information" shall mean all information disclosed in writing by one Party to the other Party which is clearly marked "PROPRIETARY" or "CONFIDENTIAL" by the Disclosing Party at the time of disclosure.  Proprietary Information shall also include certain oral information disclosed by one Party to the other Party, provided that the Disclosing Party designates such information as proprietary at the time of disclosure and gives the Receiving Party a written summary of such information within five (5) business days after the oral disclosure was made.  Notwithstanding the foregoing, information disclosed by either Party concerning proposals, product development, strategies, marketing plans, products, services, processes and methodologies, know-how, ideas, inventions (whether patentable or not), financial information and pricing, forecasts, and customer lists is hereby deemed to be Proprietary Information regardless of whether it is so identified.  Proprietary Information is also any information which the Receiving Party knows or has reason to know is of a confidential or proprietary nature.  Proprietary Information does not include any information which: (i) was already known by the Receiving Party free of any obligation to keep it proprietary at the time of its disclosure by the Disclosing Party, (ii) becomes publicly known through no wrongful act of the Receiving Party, (iii) is rightfully received from a third party without knowledge of any such restrictions, (iv) is independently acquired or developed without violating any of our obligations under this Agreement, or (v) is approved for release by written authorization of the Disclosing Party.

3.	Restrictions on Use. The Receiving Party agrees: (i) to maintain the Disclosing Party’s Proprietary Information in confidence and shall not disclose the Disclosing Party’s Proprietary Information or any information derived therefrom to any third party or use any Proprietary Information for any unauthorized purpose; (ii) to take reasonable precautions to protect such Proprietary Information (including, without limitation, all precautions the Receiving Party employs with respect to its own confidential materials, but in no event less than a reasonable degree of care); (iii) not to copy or reverse engineer, decompile, create other works from, or disassemble any software provided under this Agreement; (iv) not to remove any copyrights, trademarks, or other ownership marks from such Proprietary Information, and (v) not to export (within the meaning of U.S. or other export control laws or regulations) any such Proprietary Information or product thereof.

4.	Required Disclosure. In the event that the Receiving Party or any of its Representatives is requested pursuant to, or required by, applicable law, regulation, or legal or administrative process to disclose any of the Proprietary Information, the Receiving Party will notify the Disclosing Party in writing so that the Disclosing Party may seek a protective order or other appropriate remedy, or, in its discretion, to waive compliance with the terms of this Agreement.  In the event that no such protective order or other remedy is obtained, or if the Disclosing Party does not waive compliance with the terms of this Agreement, the Receiving Party agrees to furnish only that portion of the Proprietary Information which, as advised by counsel, is legally required and that it will use reasonable efforts to obtain reliable assurances that proprietary treatment will be accorded to the Proprietary Information.

5.	Termination of Negotiations. If a Proposed Transaction is not executed, the Receiving Party agrees upon written request to return to the Disclosing Party the original and all copies of the Proprietary Information in its possession or in the possession of its Representatives, and the Receiving Party will certify the destruction of all copies of any analysis, compilations, studies, or other documents prepared by it or for its internal use which reflect the Proprietary Information, except that Proprietary Information may be retained by the Receiving Party to comply with legal or regulatory requirements or in accordance with the Receiving Party’s standard electronic backup and disaster recovery procedures.

6.	No Transfer of Rights, Title, or Interest. Each Party retains its entire right, title, and interest, including all intellectual property rights, in and to all of its Proprietary Information. Any disclosure of such Proprietary Information hereunder shall not be construed as an assignment, grant, option, license, or other transfer of any such right, title, or interest whatsoever to the Receiving Party or any of its Representatives.

7.	No Representation or Warranty. Each Party understands and acknowledges that neither Party, nor its Representatives, makes any representation or warranty, express or implied, as to the accuracy or the completeness of the Proprietary Information, and that any information concerning future plans may be tentative and is not intended to represent firm decisions by a Party concerning the implementation of such plans.  Each Party agrees that neither Party, nor its Representatives, will have any responsibility to the other Party relating to or arising from the Receiving Party’s use of the Proprietary Information, except as may be specifically provided in any agreement that the Parties may subsequently execute.

8.	No Obligation to Execute Proposed Transaction. Both Parties agree that unless and until a definitive agreement between the Parties has been executed and delivered, neither Party will be under any legal obligation of any kind with respect to a Proposed Transaction by virtue of this Agreement, nor any written or oral expression with respect to such a Proposed Transaction by any of a Party’s Representatives, except, in the case of this Agreement, for the matters specifically agreed to herein.

9.	Injunctive Relief. Any breach, or threatened breach, by a Party of its obligation to protect the Proprietary Information of the other Party could cause irreparable harm to the non-breaching Party.  Accordingly, it is understood and agreed that monetary damages would not be a sufficient remedy for a breach of the confidentiality provisions of this Agreement and that, in addition to and not in limitation of any other rights, remedies, or damages available at law or equity, the Disclosing Party shall be entitled to seek a temporary restraining order, preliminary injunction, and permanent injunction in order to prevent or restrain any such breach.  The prevailing Party in any legal action to enforce this Agreement shall be entitled to reimbursement of its reasonable attorneys’ fees and incurred expenses.

10.	Governing Law; Limitations. This Agreement, all rights and obligations between the Parties to this Agreement, and any and all claims arising out of or relating to the subject matter of this Agreement, shall be governed by the laws of the State of Ohio, without regard to conflicts of law principles.  If any action is brought to enforce the terms of this Agreement, the prevailing Party shall be entitled to recover its costs and reasonable attorneys’ fees.  Any legal action between the Parties arising under this Agreement must be filed within one (1) year after the occurrence of the event giving rise to such cause of action.

11.	Entire Agreement; Amendments.

11.1	This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all proposals, oral or written, all negotiations, discussions, and all past dealings between the 
Parties relating to the subject matter hereof.  Each Party acknowledges and agrees that no employee, officer, agent, or representative of the other Party has the authority to make any representations, statements, or promises in addition to or in any way different than those contained in this Agreement, and that it is not entering into this Agreement in reliance upon any representation, statement, or promise of the other Party except as expressly stated herein or therein.

11.2	This Agreement may only be amended by an instrument in writing executed by an authorized representative of each Party.

12.	Waiver. The waiver by a Party of any breach of this Agreement by the other Party in a particular instance shall not operate as a waiver of subsequent breaches of the same or different kind.  The failure of a Party to exercise any rights under this Agreement in a particular instance shall not operate as a waiver of such Party’s right to exercise the same or different rights in subsequent instances.

13.	Headings. Headings herein are for convenience of reference only and shall in no way affect interpretation of this Agreement.

14.	Reasonableness of Restrictions; Severability.  EACH PARTY HAS CAREFULLY READ AND CONSIDERED THE PROVISIONS OF SECTIONS 1 THROUGH 13 HEREOF INCLUSIVE AND, HAVING DONE SO, AGREES THAT THE RESTRICTIONS SET FORTH IN THIS AGREEMENT ARE FAIR AND REASONABLE AND ARE REASONABLY REQUIRED FOR THE PROTECTION OF THE INTERESTS OF THE PARTIES AND THEIR BUSINESSES, OFFICERS, DIRECTORS, AND EMPLOYEES.  If any of the provisions of this Agreement shall be held by a court of competent jurisdiction to be invalid, unenforceable, or void, the remainder of this Agreement shall remain in full force and effect.