NON-DISCLOSURE AGREEMENT

Intro: We agree to not share any works, clients, discussion, company material, or company processes with any other parties outside of AB Web LLC.

BETWEEN

  1. Andy Boren (AB Web, LLC), (the “Disclosing Party”);
  2. and          your name here          , (referred to as the “Receiving Party”),


Collectively referred to as the “Parties”.

 

RECITALS

Receiving Party understands that AB Web, LLC has disclosed or may disclose information, which to the extent previously, presently, or subsequently disclosed to is hereinafter referred to as “Proprietary Information” of AB Web, LLC.

 

OPERATIVE PROVISIONS

  1. In consideration of the disclosure of Proprietary Information by AB Web, LLC, Receiving Party hereby agrees:
    1. To hold the Proprietary Information in strict confidence and to take all reasonable precautions to protect such Proprietary Information (including, without limitation, all precautions the Receiving Party employs with respect to its own confidential materials);
    2. Not to disclose any such Proprietary Information or any information derived therefrom to any third person;
    3. Only Disclosing Party can grant permission to Receiving Party to share Proprietary Information
    4. Not to make any use whatsoever at any time of such Proprietary Information except to evaluate internally its relationship with AB Web, LLC, and;
    5. Not to copy or reverse engineer any such Proprietary Information. The Receiving Party shall procure that its employees, agents and subcontractors to whom Proprietary Information is disclosed or who have access to Proprietary Information sign a nondisclosure or similar agreement in content substantially similar to this Agreement.

  2. Immediately upon the written request by AB Web, LLC at any time, Receiving Party will return to AB Web, LLC all Proprietary Information and all documents or media containing any such Proprietary Information and any and all copies or extracts thereof, save that where such Proprietary Information is a form incapable of return or has been copied or transcribed into another document, it shall be destroyed or erased, as appropriate.

  3. Receiving Party may make disclosures required by law or court order provided that Receiving Party uses diligent reasonable efforts to limit disclosure and has allowed the AB Web, LLC to seek a protective order.

  4. Receiving Party understands that nothing herein:
    1. Requires the disclosure of any Proprietary Information or;
    2. Requires the Disclosing Party to proceed with any transaction or relationship.

  5. Receiving Party agrees to never contact any clients directly of past, current, and future projects of AB Web, LLC without the approval of Disclosing Party.
    1. Receiving Party agrees to not share/display any projects we have worked on to any other parties.
    2. Projects worked on and companies worked for through AB Web, LLC may not be shown in any portfolio, website, list of references, or any other locations by Receiving Party. Or shared with other clients.
    3. Projects worked on and companies worked for cannot be discussed with other companies.

  6. Any organizational procedures of AB Web, LLC such as but not limited to: operations, processes, trade secrets – may not be shared with other parties without approval of Disclosing Party.

  7. The failure of either party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights. If any part, term or provision of this Agreement is held to be illegal or unenforceable neither the validity, nor enforceability of the remainder of this Agreement shall be affected.

  8. Neither Party shall assign or transfer all or any part of its rights under this Agreement without the consent of the other Party. This Agreement may not be amended for any other reason without the prior written agreement of both Parties. This Agreement constitutes the entire understanding between the Parties relating to the subject matter hereof unless any representation or warranty made about this Agreement was made fraudulently and, save as may be expressly referred to or referenced herein, supersedes all prior representations, writings, negotiations or understandings with respect hereto.

  9. This Agreement shall be governed by the laws of the jurisdiction in which AB Web, LLC is located, the State of Ohio, USA, and the parties agree to submit disputes arising out of or in connection with this Agreement to the non-exclusive of the courts in the Territory.