Mutual Non-Disclosure Agreement

 

 

THIS AGREEMENT is made as of May 15, 2020 (the “Effective Date”) between Safe Driver World Wide, LLC D/B/A The Texas Guardians located at 260 South Texas Blvd., Ste. 402, Weslaco, Texas 78596 (telephone number 956-463-0521), and Neftali Partida.

 

The Parties are exploring the possibility of engaging in one or more mutually beneficial business relationships (collectively, the “Business Relationship”) concerning an application for mobile devices. The Parties recognize that in the course of their discussions to further the Business Relationship, it will be necessary for each Party to disclose to the other certain Confidential Information (as defined below). Each Party desires to set forth the terms that apply to such Confidential Information.

NOW, THEREFORE, for and in consideration of the covenants and agreements set out in this Agreement, and other good and valuable consideration, the parties agree as follows:

 

  1. Term.  This Agreement is effective as of the Effective Date (set out above), and it will continue in force for 5 year(s) unless terminated in accordance with its provisions.  During the term of this Agreement and beginning on the expiration or other termination of this Agreement and continuing for a period of five years, the Recipient shall comply with the obligations of this Agreement with respect to the Disclosing Party’s Confidential Information except to the extent that the Recipient is unable to do so as a result of the return or destruction of the Disclosing Party’s Confidential Information.

 

  1. Definitions.  “Confidential Information” means any and all information and materials, which:  (i) are designated in writing, as confidential at the time of disclosure, (ii) a reasonable person, having regard to the circumstances, would regard as confidential, or (iii) pertain to the concept, design, code, and function of the Texas Guardian Application.  Confidential Information does not include information which:  (i) is or at any time is made generally available to the public by the Disclosing Party; (ii) is independently developed by the Recipient through individuals who have not had either direct or indirect access to the Confidential Information; or (iii) is rightfully obtained by the Recipient, without any obligation of confidence, from a third party who had a right to transfer or disclose it free of an obligation of confidence to any person.  “Disclosing Party” means, with respect to any item of Confidential Information, the party who provides or otherwise makes available such Confidential Information to the other party, or from whom access to the Confidential Information is otherwise obtained.  “Recipient” means, with respect to any item of Confidential Information, the party who receives or otherwise obtains access to such information.

 

  1. Purpose.  The Recipient will use the Disclosing Party’s Confidential Information only in accordance with this Agreement and only for the following purposes:  (i) enabling Recipient to evaluate whether or not to enter into a business relationship; (ii) if the parties decide to proceed with a business relationship, negotiating one or more agreement(s) to formalize that relationship.

 

  1. Restrictions.  The Recipient will:  (i) use at least the same degree of care to protect the Disclosing Party’s Confidential Information as the Recipient uses to protect its own Confidential Information of a like nature, but in any event shall not use a standard of care that is less than a reasonable standard of care; (ii) not disclose the Disclosing Party’s Confidential Information to any person other than the Recipient’s directors, officers, employees, agents and subcontractors who have a need to know it for the purposes described in section 3 and who are bound by Recipient to keep the Confidential Information of third parties confidential, at least to the same extent as set forth in this Agreement; (iii) not remove any confidentiality, copyright or other proprietary rights notices from any of the Disclosing Party’s Confidential Information including from any copies of it; and (iv) upon becoming aware of any unauthorized disclosure or use of the Disclosing Party’s Confidential Information, notify the Disclosing Party immediately and make a commercially reasonable effort to minimize the effect of any such disclosure or use.

 

  1. Required by Law.  The Recipient shall not be liable for disclosure of Confidential Information if disclosure is required by any law applicable in the State of Texas, provided that the Recipient notifies the Disclosing Party of any such requirement as soon as legally permissible. 

 

  1. Equitable Relief.  Each party acknowledges that the Confidential Information of the other party is of value to the other party or to its suppliers and that any unauthorized copying, use, disclosure, access or disposition of the Confidential Information will cause irreparable injury to the other party or its suppliers.  Consequently, each party agrees that in addition to any other remedies that the other party may have, the other party shall be entitled to obtain injunctive and other equitable relief, as a matter of right without proving injury.

 

  1. Return of Confidential Information.  On the termination or expiration of this Agreement or upon the Disclosing Party’s request, the Recipient will, to the extend feasible:  (i) either return or destroy the Disclosing Party’s Confidential Information and all copies thereof, regardless of form; and (ii) furnish to the Disclosing Party, a certificate signed by an executive of the Recipient attesting to such return or destruction.  If such return or destruction is not feasible, the purposes described in section 3 will be further limited by those purposes that make the return or destruction of the Disclosing Party’s Confidential Information infeasible.

 

  1. Ownership.  As between the parties, each party is the owner of its Confidential Information, and no interest, license or other right in or to its Confidential Information is granted to the other party or implied simply by the disclosure of the Confidential Information.

 

  1. Warranties.  ALL CONFIDENTIAL INFORMATION PROVIDED BY OR ON BEHALF OF THE DISCLOSING PARTY IS PROVIDED ON AN “AS IS” BASIS, WITHOUT ANY WARRANTY, REPRESENTATION OR CONDITION OF ANY KIND.

 

  1. Notice.  All notices under this Agreement will be in writing and may be sent by overnight, pre-paid courier or by facsimile to the attention of General Counsel of the applicable party at the addresses listed above.  Any such notice will be effective:  on the first business day after delivery, if sent by facsimile or on the next business day, if sent by courier.  Either party may designate a different address by notice to the other given in accordance with this section 10.

 

  1. Entire Agreement.  This Agreement constitutes the entire understanding between the parties hereto and supersedes all previous communications, representations and understanding, oral or written, between the parties with respect to the subject matter of this Agreement.  For clarification, if the parties enter into one or more non-disclosure agreements with different Purposes, the provisions of any such agreement will be interpreted in conjunction with this Agreement so as to favor the protection of the confidentiality and proprietary nature of the Confidential Information.

 

  1. Amendment and Waiver.  No amendment or modification of this Agreement shall be valid or binding on the parties unless made in writing and signed on behalf of each of the parties by their respective duly authorized officers or representatives.  No waiver or any part of this Agreement will be deemed to be a waiver of any other provision in this Agreement.  No term of this Agreement may be waived except in a writing signed by the party waiving enforcement.

 

  1. Jurisdiction and Venue.  This Agreement is to be governed by and construed in all respects in accordance with the laws of the State of Texas and the parties agree to submit to the jurisdiction of the courts of the State of Texas.  Both Parties further consent to the jurisdiction and venue of Hidalgo County with respect to any dispute that arises from this Agreement.

 

 

AGREED:

 

The Texas Guardians                                              

 

By: Roy Tijerina

Name:  Rogelio Tijerina 

Title:    Owner               

Click Here To Accept:
Name: Neftali Partida
Verified by The E-Mail Submission

EXECUTED this 15th day of May 15, 2020

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