To make sure we help you as quickly as possible, this electronic form will allow you to complete and sign a mutual NDA.

Mutual NDA

  • Brain+Trust Insights, Inc.

    Mutual Non-Disclosure Agreement

    Last Revised: 20 September 2018

    This Mutual Non-Disclosure Agreement (the “Agreement”) is entered into as of the date of last signature set forth below (the “Effective Date”) between Brain+Trust Insights Inc., d/b/a Trust Insights, for itself and on behalf of its affiliates (collectively, “BTI”), and the individual or entity identified below (“Company”) as the Second Party. In order to protect certain confidential information being disclosed between BTI and Company (the “Parties”) agree to the following:

     

    1. Definition. “Confidential Information” means the information (tangible or intangible) exchanged between the Parties, which is

    (i) marked “confidential” or “proprietary” at the time of disclosure by the disclosing Party (the “Disclosing Party”); or

    (ii) by its nature or content or the circumstances surrounding disclosure is reasonably distinguishable as confidential or proprietary by the Party receiving the Confidential Information (the “Receiving Party”).

    Confidential Information includes, without limitation, information regarding a Party’s technology, designs, techniques, research, know-how, trade secrets, specifications, product plans, pricing, customer information, user data, current or future strategic information, current or future business plans, policies or practices, employee information, and other confidential or proprietary business and technical information.

    2.  Purpose. The Receiving Party may use the Confidential Information solely for the purpose of evaluating a potential business transaction between the Parties (the “Purpose”).

    Business transaction is hereby defined as:

    • Negotiating a potential merger or acquisition
    • Negotiating a potential cooperation
    • Negotiating a commercial deal
    • Evaluating a software technology for licensing purposes
    • Evaluating a hardware technology for licensing purposes
    • Evaluating a business concept for implementation
    • Evaluating an individual's fitness for employment

    The Receiving Party shall not embody any of the Confidential Information of the Disclosing Party in any of the Receiving Party’s products, processes or services, or duplicate or exploit any of such Confidential Information in the Receiving Party’s business, or file any patent application, utility model or design application based upon, derived from, or disclosing any Confidential Information of the Disclosing Party or otherwise use any of the Confidential Information for any purpose other than for business transactions.

    3. Exclusions. Disclosing Party’s Confidential Information shall not include information that the Receiving Party can reasonably prove:

    (a) is or becomes publicly available (in the public domain) through no act or omission by the Receiving Party;

    (b) was already in the Receiving Party’s possession before receipt from the Disclosing Party and was not subject to restrictions regarding use or disclosure;

    (c) is disclosed to the Receiving Party by a third Party who is not subject to confidentiality restrictions, and such disclosure is made without restrictions regarding use or further disclosure; or

    (d) the Receiving Party independently developed without use of or reference to Confidential Information.  

    4. Legal Disclosure. The Receiving Party may disclose the Disclosing Party’s Confidential Information as required by law or court order provided:

    (i) the Receiving Party reasonably notifies the Disclosing Party in writing of the requirement for disclosure, unless such notice is prohibited by law; and

    (ii) discloses only the portion of the Confidential Information that is legally required to be disclosed. Any such disclosure of Confidential Information shall not otherwise relieve the Receiving Party of any of its obligations hereunder including, without limitation, Section 5.

    Note that under the Defend Trade Secrets Act (“DTSA”), Receiving Party may be provided civil and criminal immunity from liability for confidential disclosure of a trade secret that

    (A) is made

    (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and

    (ii) solely for the Purpose of reporting or investigating a suspected violation of law; or

     (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

    5. Protection of Confidential Information. Except as provided for in Section 4, for a period of three (3) years from the date of initial disclosure of Confidential Information, each Party agrees to hold such Confidential Information in confidence and not to disclose such Confidential Information to a third Party or use such Confidential Information other than for the Purpose.  

    Despite the foregoing, the Receiving Party’s obligation to protect and not disclose Confidential Information that constitutes the Disclosing Party’s trade secret, and to use such Confidential Information only for the Purpose, shall continue for as long as any such Confidential Information is protected as a trade secret. The Receiving Party shall protect the Confidential Information against unauthorized use, copying, disclosure, dissemination or publication by using at least the same degree of care as the Receiving Party uses to protect its own confidential information of like nature, but in no case less than a reasonable degree of care (including reasonable security measures).  

    If Disclosing Party authorizes the Receiving Party to make copies of Confidential Information, the Receiving Party shall only use such copies for the Purpose and shall reproduce the Disclosing Party’s proprietary rights notices in the same manner as the original Confidential Information.

    6. Assignability and Third Parties. The Receiving Party may disclose the Confidential Information to its employees, agents, financial advisers and independent contractors with a need-to-know, only as necessary to fulfill the Purpose and provided such Parties have executed a written nondisclosure agreement substantially as protective of Confidential Information as this Agreement. The Receiving Party shall promptly notify the Disclosing Party of any actual or suspected misuse or unauthorized disclosure of the Disclosing Party’s Confidential Information.

    7. Notification of Disclosure of Confidential Information. The Receiving Party agrees to notify the Disclosing Party promptly in writing if

    (a) the Receiving Party becomes aware of any breach of this Agreement with respect to the Confidential Information of the Disclosing Party in the Receiving Party’s possession;

    (b) subsequent to disclosure of any Confidential Information by the Disclosing Party, information is disclosed to the Receiving Party in the manner described in Section 3; or

    (c) upon disclosure of Confidential Information by the Disclosing Party, the Receiving Party has prior knowledge of the same.

    8. Explicit Protection of Personally Identifiable Information (PII). PII under this Agreement shall mean personally identifiable information of Parties, their  customers, associates, proxies, representatives, affiliates, prospective customers, former customers, and employees.

    PII disclosed to Receiving Party must be used solely for carrying out the Purpose and must be treated as confidential.

    Receiving Party agrees not to transfer or distribute unencrypted or unprotected PII to any person over email, web, or any other means of conveyance that can be similarly copied and/or distributed with ease.

    Receiving Party agrees that Receiving Party will not sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the PII. Use of the PII to develop products or services for sale, license, or similar commercial distribution (“commercial use”) is completely prohibited.

    Receiving Party agrees not to make any externally accessible copies of the PII unless agreed to in writing by Disclosing Party.

    Receiving Party agrees to keep and maintain all PII in a safe and secure place with adequate safeguards to ensure that unauthorized persons do not have access to the PII.

    Receiving Party agrees that any oral or written discussions between Disclosing Party and Receiving Party that relate to the PII is also confidential information and Receiving Party agrees to keep all such information secret and confidential.

    Receiving Party agrees to immediately notify Disclosing Party in writing of any misuse or misappropriation of the Receiving Party or violation of this Agreement that may come to Receiving Party’s attention.

    Receiving Party acknowledges that the PII is proprietary and confidential information of Disclosing Party, and agrees to keep the information so as to protect the confidentiality of the information. Any works created by Receiving Party while using the Receiving Party shall not disclose or in any way abrogate the confidentiality of the PII.

    Receiving Party must use a reasonable degree of care to protect PII and to prevent any unauthorized use.

    9. Termination. Either Party may terminate this Agreement at any time by giving thirty (30) days prior written notice to the other Party. The Receiving Party’s obligations hereunder with respect to use and disclosure of Confidential Information shall survive any termination or expiration of the Agreement. Upon request from the Disclosing Party, the Receiving Party will promptly return or, at the Disclosing Party’s option, certify the destruction of Confidential Information and all copies thereof.

    10. Proprietary Rights. Each Party shall retain all right, title and interest in and to its Confidential Information.  This Agreement does not grant or transfer to either Party any intellectual property rights or other express or implied rights of the other Party, except the limited right to use Confidential Information for the Purpose.

    The Receiving Party shall not reverse-engineer, decompile, or disassemble any intellectual property disclosed to it under this agreement and shall not remove, overprint or deface any notice of confidentiality, copyright, trademark, logo, legend or other notices of ownership or confidentiality from any originals or copies of Confidential Information it obtains from the Disclosing Party.

    11. No Warranty. ALL CONFIDENTIAL INFORMATION IS PROVIDED “AS-IS”. NEITHER PARTY MAKES ANY WARRANTIES, EXPRESS, IMPLIED, OR OTHERWISE, REGARDING THE CONFIDENTIAL INFORMATION, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT.

    12. No Business Relationship. This Agreement imposes no obligations on either party to exchange any Confidential Information or to purchase, sell, license, transfer or otherwise transact in any technology, services or products.    

    13. Right to Audit. The Receiving Party will provide upon the Disclosing Party’s request a certification that access and use is being controlled in accordance with this Agreement.  The Disclosing Party will have the right to audit to verify compliance with this Agreement.

    14. Remedies. The Receiving Party agrees that any breach of this Agreement may result in irreparable harm to the Disclosing Party for which damages would be an inadequate remedy and, therefore, in addition to its rights and remedies otherwise available at law, in the event of such breach or threat, the Disclosing Party is entitled to seek equitable relief, including injunction, specific performance and other remedies as may be appropriate to preserve all of Disclosing Party’s rights, without the need for posting bond.

    Any action or proceeding arising from or relating to this Agreement or Confidential Information shall be brought in the federal or state courts in Middlesex County, Massachusetts and each Party irrevocably submits to the exclusive jurisdiction and venue of any such court in any such action or proceeding.

    15. Compliance with Laws. Each Party agrees, represents and warrants it will comply with all laws, statutes, regulations, rulings, or enactments of any governmental authority, including but not limited to export compliance regulations, applicable to its performance hereunder.

    Receiving Party will adhere to all applicable United States and foreign export control laws and will not export or re-export any technical data or products, to any proscribed country listed in the U.S. Export Administration regulations, unless properly authorized by the U.S. Government.

    16. General. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereto and supersedes any and all prior or contemporaneous agreements between the Parties regarding the subject matter hereof.

    This Agreement may only be modified by a written amendment signed by all Parties.

    This Agreement is governed by the laws of the Commonwealth of Massachusetts, excluding its conflict-of-laws principles.

    This Agreement is governed by the laws of the United States of America, excluding its conflict-of-laws principles.

    Failure to enforce any provisions of this agreement will not constitute a waiver.

    If any provision is unenforceable, the other provisions will remain effective.

    The Parties may execute this Agreement in counterparts, which taken together will constitute one instrument.

    Neither Party may assign or transfer this Agreement or any of the interests, rights or obligations granted hereunder, in whole or in part, whether voluntarily or by operation of law, contract, merger (whether such Party is the surviving or disappearing entity), stock or asset sale, consolidation, dissolution, through government action or otherwise, without the prior written consent of the other Party.

    This Agreement does not create any agency, joint venture or partnership relationship.

    17. Term. This Agreement shall remain in effect for a period of three (3) years from the Effective Date unless otherwise terminated by either Party giving notice to the other of its desire to terminate this Agreement.  The requirement to protect Confidential Information disclosed under this Agreement shall survive termination of this Agreement.

    IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date of last signature set forth below (the “Effective Date”).

  • Use your mouse, finger, or trackpad to sign your name in the box above. By signing this document, you agree that you are authorized on behalf of your organization to enter into an agreement with Trust Insights, Inc. Once signed, we will send a countersigned copy to the email address you specify below.
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