By accessing this information, you agree to the following non-disclosure agreement. It is the intention of the parties to this Agreement to facilitate discussions regarding possible transactions between the parties by the protection from unauthorized disclosure or use of the Confidential Information (defined below). Therefore, the parties agree as follows:
1. For the purposes of this Agreement, "Confidential Information" shall mean any information disclosed by Pixent and/or Summitech LLC, whether in writing, orally, visually or otherwise, including but not limited to customer lists, supplier lists, manufacturer lists, business plans, contractual, engineering, financial, sales, marketing and operational information, product specifications, technical data, trade secrets, know-how, ideas and concepts of Pixent and/or Summitech LLC or third parties. Confidential Information excludes, however, information which: (i) is or becomes known or available to Recipient without restriction from a source other than Pixent and/or Summitech LLC with a legal right to disclose the same to Recipient; (ii) is, or without violating the terms of this Agreement becomes, generally available to the public; or (iii) is developed by Recipient independently of the information disclosed hereunder.
2. With respect to all Confidential Information disclosed hereunder, Recipient agrees that from and after the date of this Agreement, Recipient shall not:
a. use the Confidential Information except for purposes of its business relationship with Pixent and/or Summitech LLC (the "Authorized Purpose"); or
b. disclose the Confidential Information to any third party except: (i) for directors, officers, managers, employees, consultants, contractors and professional advisors of Recipient (collectively its "Representatives") who need to know the Confidential Information for the Authorized Purpose and who are subject to an existing obligation to, or enter into an agreement with, Recipient not to disclose Confidential Information; and (ii) as may be authorized in writing in advance by an officer of Pixent and/or Summitech LLC.
3. Recipient shall require its Representatives who receive any Confidential Information to comply with the terms and conditions of this Agreement and Recipient shall be responsible for their compliance herewith. Recipient shall use at least the same degree of care to protect the confidentiality and ensure the proper use of the Confidential Information as Recipient uses with respect to its information of a similar kind or nature, but in no event less than reasonable care.
4. Pixent and/or Summitech LLC grants no rights in or to the Confidential Information. All Confidential Information shall remain the sole property of Pixent and/or Summitech LLC.
5. No contract or agreement providing for any transaction or any commitment to enter into a transaction shall be deemed to exist by reason of this Agreement.
6. Any provision to the contrary notwithstanding, Recipient's obligations under this Agreement are subject to any disclosure requirement of law, regulation or legal process, but only to the extent of such requirement. Recipient shall promptly notify Pixent and/or Summitech LLC of any such requirement, cooperate fully with Pixent and/or Summitech LLC's requests to prevent or minimize the effect of such disclosure, and make all reasonable efforts to have such disclosures placed under a protective order or otherwise obtain confidential treatment of the Confidential Information.
7. THE CONFIDENTIAL INFORMATION IS DISCLOSED "AS IS" WITHOUT ANY REPRESENTATION, WARRANTY, ASSURANCE, GUARANTEE, OR INDUCEMENT OF ANY KIND, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTY OF COMPLETENESS, ACCURACY, MERCHANTABILITY, SUITABILITY, NON-INFRINGEMENT OR FITNESS FOR PURPOSE.
8. Upon Pixent and/or Summitech LLC's written request, Recipient shall promptly: (i) deliver to Pixent and/or Summitech LLC and cease to use all Confidential Information in Recipient's (including its Representatives') possession, custody or control; or (ii) destroy the same and delete all electronic records containing the Confidential Information, provided that Pixent and/or Summitech LLC may require Recipient to certify in writing such destruction and deletion.
9. Recipient agrees that money damages would not be a sufficient remedy for breach of this Agreement and that, in addition to all other remedies, Pixent and/or Summitech LLC shall be entitled to specific performance and injunctive or other equitable relief as a remedy for such breach.
10. This Agreement sets forth the complete and exclusive statement of the parties' agreement with respect to the subject matter hereof. This Agreement may not be waived or modified except pursuant to a written agreement signed by the parties. Any waiver or forbearance on one occasion shall have no effect on any other occasion.
11. Any provision hereof which is found to be unenforceable or contrary to applicable law shall be deemed stricken from this Agreement and the other terms and conditions hereof shall remain in full force and effect.
12. This Agreement shall bind and benefit the parties and their respective successors and assigns. Recipient's obligations under this Agreement shall survive any termination hereof.
13. If any legal action, arbitration or other proceeding is brought for the enforcement of this agreement (including any cross-complaint, counterclaims, or third-party claim), or because of an alleged dispute, breach, default or misrepresentation in connection with any of the provisions of this agreement, each party shall bear its own attorneys' fees.
14. Each party to this Agreement represents that such party has read and understood each provision of this Agreement and has discussed this Agreement with legal counsel or has been provided with the opportunity to discuss this Agreement with legal counsel, and the general rule that ambiguities shall be construed against the drafting party shall not apply in the interpretation of this Agreement.
15. This Agreement shall be governed by the laws of the State of Nevada, USA. The parties consent to the jurisdiction of the state and federal courts situated in Reno, Washoe County, Nevada, USA.
The party receiving confidential information agrees to execute a written non-disclosure agreement incorporating the terms set forth above if requested by Pixent and/or Summitech LLC.
