RAUNJIBA Design & Makers BALTIMORE
Thank you for your interest in viewing our proposal for occupancy of 300 W24th. St Baltimore MD
Please review the following brief NDA.
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THIS NONDISCLOSURE AGREEMENT effective Sept 10th 2019, by and between RAUNJIBA Design & Construction LLC and Seawall Development Group 301 W. 29TH ST. SUITE 2002 BALTIMORE, MD 21211
WHEREAS,RAUNJIBA and Seawall Development. desire to exchange certain information which may include, but may not be limited to, Engineering and Design for an outdoor gallery exhibition wall, indoor gallery, visitor’s center and murals and mosaics (hereafter “Purpose”);
WHEREAS, as a condition to the furnishing of such information, RAUNJIBA and Seawall Development are requiring that both parties agree, as set forth below, to treat Proprietary such information and any other information (collectively, the Proprietary Information”) furnished to the other or its employees. For purposes of this Agreement, the party providing Proprietary Information shall be designated “Disclosing Party” and party obtaining Proprietary Information shall be designated the “Receiving Party.”
NOW THEREFORE, for other good and valuable consideration and promises made herein, the parties agree as follows:
1.1 “Proprietary Information” means all information, in whatever form, whether tangible or intangible, and whether disclosed before or after this Agreement, which is now or at any time after the date of this Agreement owned or controlled by the Disclosing Party or relates to the Disclosing Party’s business, pricing, proposal data, technology, software (whether in source code, embedded, object code or in documentation), solutions, hardware, specifications, designs, plans, drawings, innovations, benchmark and evaluation testing and data and associated results and conclusions, data, prototypes, demonstration materials, customer and/or prospective customer information, pricing and financial information of the parties including without limitation data, testing, analysis, evaluations and conclusions created by the Receiving Party resulting from the disclosure herein; or any other information by its very nature constitutes information of a type that any reasonable business person would conclude was intended by the Disclosing Party to be treated as proprietary, company confidential, or private. Unless otherwise required by law, neither Party nor their employees, shall, without the prior written consent of the other Party hereto, disclose to any person any information about the Purpose hereof, or the terms, conditions or other facts relating thereto, or the fact that the Proprietary Information has been made available to the other Party.
1.2 Proprietary Information shall not include information which (i) is or becomes generally available to the public other than as a result of a disclosure by the Receiving Party in breach of this Agreement by the Receiving Party; (ii) was available to the Receiving Party on a non-Proprietary basis prior to its disclosure by the other party as can be shown by dated documentation other than where such availability was the result, directly or indirectly from a breach of an obligation of Propriety; (iii) must be disclosed pursuant to applicable law or regulation provided however, that the Receiving Party has provided timely and sufficient written notice and assistance to the Disclosing Party prior to such disclosure, so that such party may seek an appropriate remedy to protect against or limit disclosure ; (iv) is independently developed by the Receiving Party without the use of Proprietary Information, as such is proven by clear and convincing evidence by documentation pre-existing at the time of disclosure; or (v) becomes available to the Receiving Party on a non-Proprietary basis from a source other than the Disclosing Party, lawfully received free of restriction from such other sources which the Receiving Party fully believes has a right to furnish such Information.
2.Use of Proprietary Information
2.1 The Receiving Party shall hold Proprietary Information in confidence, shall use Proprietary Information only for the Purpose, and no other purpose; shall reproduce Proprietary Information only to the extent necessary for such Purpose; shall restrict disclosure of Proprietary Information to its employees only and only those employees with a need to know (and advise such persons of and ensure their compliance with the obligations assumed herein); and shall not disclose Proprietary Information to any other or any third party without prior written approval of the Disclosing Party.
2.2 Each party agrees to protect Proprietary Information disclosed to it by the other party with at least the same degree of care as it normally exercises to protect its own proprietary information of a similar nature, but using no less than a reasonable degree of care.
2.3 The Receiving Party agrees not to reverse engineer, decompile, disassemble, nor analyze for composition or structure any tangible materials that constitute as Proprietary Information, such as samples, without the express written authorization of the Disclosing Party, which may be in the form of an acknowledged e-mail.
3.Return of Proprietary Information
Either party may terminate this Agreement by providing a thirty (30) days written notice. Each party, upon receiving the request of the other, shall, based on the discretion of the Disclosing Party, either deliver to the other or destroy (and so certify in writing) all documents or other materials which is Proprietary Information furnished by the other constituting Proprietary Information (and it shall retain no copies thereof).
RAUNJIBA and Seawall Development. recognize and acknowledge that the Proprietary Information is of a special, unique and extraordinary character, disclosure of which cannot be wholly compensated in damages, and any disclosure of the Proprietary Information in breach of this Agreement by the Receiving Party shall cause irreparable injury to the other party. The Receiving Party, therefore, expressly agrees that in addition to any rights and remedies which the other party may have under this Agreement or at law or in equity, the other party shall be entitled to seek injunctive and other equitable relief to prevent the breach by any party or the terms or provisions hereof, and to otherwise secure the enforcement of any of the terms or provisions hereof.
5. Miscellaneous Provisions
5.1 The prevailing party in any action sought to enforce or interpret this Agreement or any provision thereof shall be entitled to recover reasonable attorney’s fees and costs in conjunction with such legal proceeding. 5.2 This Agreement embodies the entire understanding of the parties on the subject matter hereof, and there are no promises, terms, covenants, conditions or obligations or other written, expressed, or implied agreements other than those contained herein. This Agreement is not assignable or transferable by either party;
any attempted assignment will be void and without effect, unless such assignment is agreed to in writing by both parties.
5.3 The waiver by either party of a breach of any provision of this Agreement shall not operate as or be construed as a waiver of any subsequent breach of this Agreement.
5.4 This Agreement shall be construed and enforced in accordance with the laws of the Maryland, without regard to conflict of laws principles. If any provision of this Agreement is unenforceable, the remaining provisions shall, to the extent possible, be carried into effect, taking into account the general purpose and spirit of this Agreement.
5.5 The Term of this Agreement shall expire three (3) years after the date first set forth above. The obligations hereunder shall survive the termination of this Agreement for a period of five (5) years following the date of last disclosure. In addition to the rights and obligations under this Agreement, to the extent that any “trade secrets” or “privacy rights” are embodied in or exist in the Proprietary Information under applicable law, nothing in this Agreement shall diminish or otherwise reduce any rights and obligations under such applicable trade secret or privacy laws.
5.6 Proprietary Information Is Provided “As Is”, And Discloser Disclaims All Representations And Warranties, Express Or Implied, Including, Without Limitation, Fitness For A Particular Purpose, Merchantability And Non-infringement.
5.7 No license to a party, under any trademark, patent, copyright mask work protection right or any other intellectual property right or of any other kind, is either granted or implied by the conveying of Proprietary Information to such party. The termination or expiration of any obligations hereunder, shall not modify, limit or void or have any other affect whatsoever on any other right under any trademark, patent, copyright, mask work protection right or any other intellectual property right or of any other kind in the Proprietary Information. None of the Proprietary Information which may be disclosed or exchanged by the parties shall constitute any representation, warranty, assurance, guarantee or inducement by either party to the other of any kind, and including without limitation with respect to the non-infringement of trademarks, patents, copyrights, mask work protection rights or any other intellectual property rights, or other rights of third persons or of either party. All Proprietary Information shall remain at all times the property of the Disclosing Party.
5.8 This Agreement shall protect all Proprietary Information provided by one party hereto to another, prior to the Effective Date of the Agreement. The disclosure of Proprietary Information by the Disclosing Party will not create an obligation on either party to enter into any further agreement between the parties or to proceed with any possible relationship or other transaction with any third party. Nothing contained in this Agreement shall be construed as creating a joint venture, power of attorney, partnership or employment relationship between the parties, it being understood that the parties are independent contractors vis-à-vis one another.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement the day and year first above written. RAUNJIBA Design & Construction and Seawall Development