MUTUAL NONDISCLOSURE AGREEMENT
This Mutual Nondisclosure Agreement (“Agreement”) is dated today, by
and between [i-POS Systems, LLC] a Delaware Limited Liability Partnership, having an address at 1129
Northern boulevard, Manhasset, NY 11030 suite 303, (“i-POS”) and yourself, with
an address filled in above(“Company”). I-POS and Company
are sometimes collectively referred to herein as the “Parties” and individually as a “Party”.
A. In connection with the evaluation and/or pursuit of a mutually beneficial business opportunity
or relationship (the “Purpose”), each Party hereto may disclose certain non-public and proprietary information
to the other relating to their respective operations and businesses.
B. The Parties wish to preserve the confidentiality and prevent the unauthorized disclosure and
use of any such non-public and proprietary information disclosed to the other hereunder.
The Parties hereby agree as follows:
1. As used herein, the term “Information” shall mean all non-public information disclosed
hereunder, whether written or oral, that is designated as confidential or that, given the nature of the information
or the circumstances surrounding its disclosure, reasonably should be considered as confidential. Information
shall include, but not be limited to, financial papers and statements, customer lists, research and development
activities, technology, vendors, computer hardware and software, products, drawings, trade secrets and
information regarding operating procedures, pricing methods, marketing strategies, customer relations, future
plans and other information deemed proprietary or confidential by the Disclosing Party.
2. As a condition to receiving the Information which either Party or any of its employees,
representatives or agents (the “Disclosing Party”) may furnish to the other (the “Receiving Party”) or to which
the Receiving Party is afforded access, directly or indirectly, the Receiving Party shall take all reasonable
measures to avoid disclosure, dissemination or unauthorized use of the Information, including, at a minimum
those measures that it takes to protect its own confidential information of a similar nature (provided that such
measures are consistent with at least a reasonable degree of care) and shall not, without the prior written
consent of the Disclosing Party, use or disclose the Information or any part thereof except as necessary for the
3. The term Information does not include information which:
without breach of this Agreement or breach of a similar agreement by a third-party;
(a) Has been or becomes published or is now, or in the future, in the public domain
(b) prior to disclosure hereunder, is property within the legitimate possession of the
Receiving Party which can be verified by independent evidence;
(c) subsequent to disclosure hereunder, is lawfully received from a third party having
rights therein without restriction of third party's or the Receiving Party's rights to disseminate the information
and without notice of any restriction against its further disclosure; or
had, either directly or indirectly, access to or knowledge of such Information which can be verified by
4. Information shall not, without the prior written consent of the Disclosing Party, be disclosed
to any person or entity other than employees or agents of Receiving Party who need to know the Information
(d) Is independently developed by the Receiving Party through persons who have not
and in those instances only to the extent justifiable by that need. The Receiving Party shall ensure that all such
entities and personnel comply with the terms of this Agreement. Receiving Party will not export any
Information in any manner contrary to the export regulations of the United States.
5. Without the written consent of i-POS or the Company will have no discussions,
correspondence, or other contact with their respective employee, representatives or agents.
6. All Information shall remain the exclusive property of the Disclosing Party, and the
Receiving Party shall have no rights, by license or otherwise, to use the Information except as expressly
provided herein. No patent, copyright, trademark or other proprietary right is licensed, granted or otherwise
conveyed by this Agreement with respect to the Information.
7. Receiving Party agrees to return to the Disclosing Party or destroy, and verify in writing its
destruction, all written, tangible or otherwise accessible material in any form (including electronic media such
as computer diskettes, CD-ROM, electronic copies or any material resident in the hard or external drive of any
computer) containing or reflecting any Information (including all copies, summaries, excerpts, extracts or other
reproductions) promptly following the Disclosing Party’s request. At the Disclosing Party’s option, the
Receiving Party will provide written certification of compliance with this Section.
8. Nothing in this Agreement shall impose any obligation upon either Party to consummate a
transaction, to enter into any discussion or negotiations with respect thereto, or to take any other action not
expressly agreed to herein. Neither Party shall have any obligation to the other for any action such other Party
may take or refrain from taking, based on or otherwise attributable to any information (whether or not
constituting Information) furnished to such other Party hereunder.
9. If Receiving Party is requested by a Governmental entity or other third party to disclose any
Information, it will promptly notify Disclosing Party to permit Disclosing Party to seek a protective order or
take other appropriate action. Receiving Party will also cooperate in Disclosing Party's efforts to obtain a
protective order or other reasonable assurance that confidential treatment will be afforded the Information. If,
in the absence of a protective order, Receiving Party, in the written opinion of its counsel addressed to
Disclosing Party, is compelled as a matter of law to disclose the Information, it may disclose to the party
compelling the disclosure only the part of the Information as is required by law to be disclosed (in which case,
prior to such disclosure, Receiving Party will advise and consult with Disclosing Party and its counsel as to
such disclosure and the nature and wording of such disclosure) and Receiving Party will use its best efforts to
obtain confidential treatment therefor.
10. This Agreement is intended to cover Information received by Receiving Party both prior to
and subsequent to the date hereof. Unless extended by mutual written consent of both Parties hereto this
Agreement shall expire either one (1) year from the date hereof or upon the termination of the evaluation or
pursuit of the Purpose, whichever first occurs, provided, however, that the Receiving Party’s obligations with
respect to the Information shall survive for three (3) years following the date of such termination of this
11. Disclosing Party acknowledges that the Receiving Party may currently or in the future be
developing information internally, or receiving information from other parties, that is similar to the
Information. Accordingly, nothing in this Agreement shall be construed as a representation or agreement that
the Receiving Party shall not develop, or have developed for it, products, concepts, systems or techniques that
are similar to or compete with the products, concepts, systems or techniques contemplated by or embodied in
the Information, provided that the Receiving Party does not violate any of its obligations under this Agreement
in connection with such development.
12. Because money damages may not be a sufficient remedy for any breach of the foregoing
covenants and agreements, the Disclosing Party shall be entitled to specific performance and injunctive and
other equitable relief as a remedy for any such breach of this Agreement in addition to all monetary remedies
available at law or in equity.
13. Disclosing Party makes no representation or warranty as to the accuracy or completeness of
the Information and Receiving Party agrees that Disclosing Party and its employees and agents shall have no
liability to Receiving Party resulting from any use of the Information.
14. Neither Party hereto shall in any way or in any form disclose, publicize or advertise in any
manner the discussions that give rise to this Agreement or the discussions or negotiations covered by this
Agreement without the prior written consent of the other Party.
15. This Agreement represents the entire agreement between the parties with respect to the
subject matter contained herein. This Agreement shall inure to the benefit of the respective parties, their legal
representatives, successors, and assigns. This Agreement shall be governed by and construed in accordance
with the laws of the State of New York.
16. If any provision of this Agreement is illegal or unenforceable, its invalidity shall not affect the
other provisions of this Agreement that can be given effect without the invalid provision. If any provision of
this Agreement does not comply with any law, ordinance or regulation, such provision to the extent possible
shall be interpreted in such a manner to comply with such law, ordinance or regulation, or if such interpretation
is not possible, it shall be deemed to satisfy the minimum requirements thereof. This Agreement may be
executed by facsimile and in counterpart copies.
IN WITNESS WHEREOF, the parties have executed this Agreement on the date first above written.
I-POS Systems, LLC.