International Sports Corporation. • Mutual Confidentiality Agreement
MUTUAL CONFIDENTIALITY AGREEMENT
This AGREEMENT effective and entered into as of the ______.
BETWEEN:______
of ______
("COMPANY");
AND:International Sports Corporationa Wyoming Corporation having an office at: 26634 Iron Canyon Rd., Santa Clarita, CA, 91387 (“H-BOX”)
WHEREAS:
Each Party has developed, owns, possesses or has custody of technical, operational, financial or business information which it deems proprietary, and;
The Parties hereto agree that in order to facilitate discussions between them it may be necessary for each Party to disclose to the other certain information on a confidential basis;
NOW THEREFORE, in consideration of the covenants herein contained, the Parties agree as follows:
1.As used herein “Proprietary Information” means that communication or data in any form, including, but not limited to, oral, written, graphic or electromagnetic forms which a Party desires to protect against unrestricted disclosure, unauthorized use or competitive use, which is designated as in the manner provided by this Agreement, either orally or in writing by Party.
2.Prior to any written or oral disclosure of Proprietary Information of the disclosing Party, the disclosing Party shall identify to the receiving Party the nature of the Proprietary Information to be disclosed and afford the receiving Party an opportunity to refuse receipt of all or any part of such Information.
3.All Proprietary Information which is disclosed by the disclosing Party to the receiving Party and which is to be protected as Proprietary Information of the disclosing Party hereunder:
(a)If in writing or other tangible form, shall be conspicuously labeled at the time of delivery as such; and,
(b)if oral, shall be identified prior to disclosure as proprietary, and after disclosure shall be summarized and reduced to writing or other tangible form no later than thirty (30) calendar days thereafter, and delivered to the receiving Party consistent with subparagraph (a) above.
4.Proprietary Information of the disclosing Party which is not otherwise in the public domain or protected under law (e.g., patent, copyright, industrial design, design patent, or trademark) shall be treated as confidential hereunder by the receiving Party indefinitely after the date of disclosure and in the same manner that the receiving Party treats its own Proprietary Information of like kind, with not less than a reasonable degree of care.
5.The receiving Party will not disclose any Proprietary Information in any way, to anyone except its employees who have a need to know, unless and until such time as:
(a)such Proprietary Information is generally available to the public, through no fault of the receiving Party, and without breach of this Agreement; or
(b) such Proprietary Information is already in the possession of the receiving Party of its employees without restriction and prior to any disclosure hereunder; or
(c)such Proprietary Information is or has been disclosed to the receiving Party by a third party without an obligation of confidentiality upon the receiving Party; or
(d)such Proprietary Information is developed independently by the receiving Party; or
(e)such Proprietary Information is disclosed pursuant to order of a court of competent jurisdiction;
6.This Agreement and the obligations hereunder shall terminate five (2) years after the Effective Date of this Agreement, except that the obligations cited in Paragraph 4 shall remain effective indefinitely or for such shorter period of time as a court of competent jurisdiction may determine.
7.Each Party shall have or enter into agreements as necessary with its employees which will safeguard the Proprietary Information disclosed hereunder in the manner contemplated by this Agreement.
8.No license, title or right with respect to any Proprietary Information is granted by either Party to the other Party, under any patents, patent applications, trademarks, copyrights or trade secrets.
9.Any Amendments to this Agreement must be in writing and executed by authorized representatives of each Party. This Agreement shall be governed by the laws of the State of California, U.S.A..
10.Upon termination of this Agreement or at the written request and instruction of a disclosing Party, all Proprietary Information of the disclosing party in the possession of the receiving Party shall be returned to the disclosing Party.
IN WITNESS THEREOF duly authorized officers of the Parties hereto have executed duplicate copies of this Agreement as of the day and year first written above.
SIGNED FOR AND ON BEHALF OFSIGNED FOR AND ON BEHALF OF
COMPANY by:H-BOXby:
______
NAME:______NAME:______
TITLE:______TITLE:______
Date:______Date:______
Mutual Confidentiality AgreementPage 1 of 212/1/18