default confidentiality terms

This NON-DISCLOSURE AGREEMENT, by and between Jeff Pugliese, a Principal Member of Kaboosh & Associates LLC (hereinafter “Kaboosh”) and you, the customer (hereinafter the “Client”), individually or collectively, and on behalf of any/all/other affiliated Receiver, or approved agents and official representatives of the above organizations (hereinafter the “Parties”).

The Purpose of this Agreement is to facilitate discussions, by the Parties, that includes business and technical information. The Parties intend to engage in discussions regarding business and technology projects wherein proprietary, technical, business, and/or other confidential information (collectively the "Confidential Information"), will be exchanged. Therefore, the Parties, individually and on behalf of those they represent, or disclose information to, agree that they are under an obligation of confidentiality and that the Parties Confidential Information has commercial value that would be diminished by unauthorized disclosure. Accordingly, the commitments of confidentiality in this Agreement are a condition to the Parties willingness to engage in the contemplated business discussions. 

Confidential Information shall include, and shall be deemed to include, all information conveyed by the Parties orally, in writing, by demonstration, or by other media. Confidential Information shall be considered as such at the time of transmittal. Confidential Information may include, by way of example but without limitation data, trade secrets, copyrighted material, know-how, contacts, contracts, software, formulas, processes, designs, sketches, photographs, plans, drawings, specifications, samples, reports, and other information provided between the Parties.  A Parties failure to identify information as Confidential Information is not an acknowledgment or admission that that information is not confidential and is not a waiver of rights with respect to that information. 

The obligations and restrictions of this agreement do not apply to that part of the Confidential Information that:  

• Was or becomes publicly available other than as a result of a disclosure by one of the Parties in violation of this agreement.
• Was or becomes available to one of the Parties on a non-confidential basis before its disclosure.

The Parties agree that when receipt of any Confidential Information has occurred:

• The Parties shall not disclose or communicate Confidential Information to any third party and shall protect such information from disclosure by commercially reasonable means, including but not limited to at least the same minimal level of security used by each party for its most crucial private, proprietary, or trade related information.
• Each of the Parties shall permit access to Confidential Information to their employees, if required to support the Purpose, and to other individuals or agents only if such disclosure is jointly agreed upon by the Parties to this agreement.

Upon the request of one of the Parties:

• The requested party will return all Confidential Information to the requesting party, or
• Destroy all Confidential Information, and within 14 days of this destruction provide a written certification confirming this destruction to the requesting party.

No party has an obligation under this Non-Disclosure Agreement to purchase any service or item from any of the other Parties, or to offer any service or item for sale to any of the other Parties and that any agreement to have a business relationship between the parties will exist only when such agreement is in writing and duly executed by the Parties hereto.

ANY and ALL additions, modifications, waiver or replacement of this Agreement must be made in writing and signed by the Parties.