No-Competition
Disclosure Agreement
This
agreement is made effective on the date below by and between Edward M Burke Jr
LLC Owner of Local Internet Advertising Marketing .com (first party) and the (second
party, name listed below), to ensure the protection and preservation of the confidential
and/or proprietary nature of information disclosed or made available or to be
disclosed. For the purposes of this agreement, the Second Party shall be deemed
to include any subsidiaries, internal divisions, agents, and employees. Any signing
party shall refer to and bind the individual and the entity that he or she represents.
Whereas
the Parties desire to ensure the confidential status of the information that may
be disclosed to each other.
Now,
therefore, in reliance upon and in consideration of the following undertakings,
the Parties agree as follows:
1.
Subject to limitations set forth in paragraph 2, all information disclosed by
the first party to the second party shall be deemed to be "Proprietary Information."
In particular, Proprietary Information shall be deemed to include any information,
marketing technique, process, technique, algorithm, design, formula, marketing,
HTML, designs, graphics, content or web site design.
2.
Each party shall maintain in trust and confidence and not disclose to any third
party or use for any unauthorized purpose any Proprietary Information received
from the each party. Each party may use such Proprietary Information in the extent
required to accomplish the purpose of the discussions with respect to the subject.
Proprietary Information shall not be used for any purpose or in any manner that
would constitute a violation on law regulations.
3. Proprietary Information supplied shall not be reproduced in any form except
as required to accomplish the intent of this Agreement.
4.
The responsibilities of the Parties are limited to using their efforts to protect
the Proprietary Information received with the same degree of care used to protect
their own Proprietary Information from unauthorized use or disclosure. Both Parties
shall advise their employees or agents who might have access to such Proprietary
Information of the confidential nature thereof and that by receiving such information
they are agreeing to be bound by this Agreement. No Proprietary Information shall
be disclosed to any officer, employee, or agent of either party or any third party,
who does not have a need for such information for the purpose of the discussions
with respect to the subject.
5.
All Proprietary Information (including all copies thereof) shall remain the property
of the disclosing party and shall be returned to the disclosing party after the
receiving party's need for it has expired, or upon request of the disclosing party,
and in any event, upon completion or termination of this Agreement. The receiving
party further agrees to destroy all notes and copies thereof made by its officers
and employees containing or based on any Proprietary Information and to cause
all agents and representatives to whom or to which Proprietary Information has
been disclosed to destroy all notes and copies in their possession that contain
Proprietary Information.
6.
The term of this agreement is for five (7) years, commencing on the date on the
contract agreement also known as the "Effective Date ."
7.
This agreement shall not be construed in any manner to be an obligation to enter
into further contract or to reimburse the cost of any effort expanded by either
party.
8. This agreement
shall be interpreted in accordance with the laws of the State of the second party
(listed below) and any breech of this agreement will be prosecuted to the full
extent of the laws of that state.
9.
All of the above "non-disclosure" agreement terms apply to the "non-disclosure"
web-form filled out on the web site of "no-competition.biz". The web-form,
a copy of which Local Internet Advertising Marketing .com keeps for it's records,
will contain all the information pertaining to "the second party " and
are considered to be the same as "the second" party filling out this
"non-disclosure" shown on this page.
Second
party name:________________________ (print) Initial's:___
Second party name
:_____________________________ (signature)
Company name:_________________________
Date: __________
Address: ________________________________
City: ____________________________
State:
___________________ Zip: ______________
Phone: __________________ Alternative
Phone: __________________
E Mail:_______________________________
By
signing and Initialing this non-disclosure form, I agree to all terms and conditions
set forth above. No changes can be made without written consent from both parties.
Any abuse of this non disclosure agreement will be considered a breach of contract
and contract will be void.
