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nReach MNDA

MUTUAL NON-DISCLOSURE AGREEMENT

This bilateral, Mutual Non-Disclosure Agreement ("MNDA”, "NDA" or "Agreement") is made and entered into on , by and between:

NREACH: Fryburger Consulting, LLC. DBA nReach, an Ohio Limited Liability Company, Cincinnati, Ohio; ("NREACH"); and

COMPANY:

RECITALS

WHEREAS, to ensure that each Party's interests and proprietary rights in its Confidential Information are protected and retained in trust and confidence by the other Party, it is necessary that the Parties enter into an Agreement prior to such disclosure of Confidential Information, which Agreement creates a confidential relationship and trust obligation with respect to such Confidential Information, and clearly defines the rights and obligations of the Parties.

WHEREAS, both Parties therefore agree to the following terms and undertakings in consideration of the disclosure(s) of Confidential Information with the attendant opportunity for mutual benefit and other good and valuable consideration. The Parties hereto wish to discuss certain products or services relating to, but not limited to ecommerce processes, technology, development, marketing, designs, data, documentation, proposed or existing business plans and business, customer, partner, supplier information, for use in business development (the "Authorized Purpose"). Both Parties may wish to disclose certain “Confidential Information” relating to the Authorized Purpose. During discussions, the Parties may disclose to the other certain confidential technical and business information that the disclosing Party desires the receiving Party to treat as confidential.

NOW, THEREFORE, in consideration given of the mutual promises and agreements set forth herein, the Parties agree to the following terms and conditions of services:

Definition of Confidentiality. As used in this Agreement, Confidential Information means any information (including without limitation documents, computer data, or oral communications) disclosed by either Party to the other Party, either directly or indirectly, (a) in writing and marked as confidential or similar designation at the time of disclosure; or (b) in any other manner or media if it is identified or marked as confidential upon disclosure; or (c) in any other manner or media if it is treated as confidential upon disclosure and is designated as confidential in a writing delivered to the Recipient within thirty (30) days after disclosure. As used in this Agreement, " Confidential Information" refers to any information that has commercial value and is either (i) technical information, including patent, copyright, trade secret, and other proprietary information, techniques, sketches, drawings, models, inventions, know-how, processes, apparatus, equipment, algorithms, software programs, software source documents, and formulae related to the current, future and proposed products and services of Company, or (ii) non-technical information relating to Company's products including, without limitation, pricing, margins, merchandising plans and strategies, finances, financial and accounting data and information, suppliers, customers, customer lists, purchasing data, sales and marketing plans, future business plans, and any other information which is proprietary and confidential to Company. Confidential Information may also include information disclosed to a receiving party by third parties. Confidential Information shall not, however, include any information which (i) was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing Party; (ii) becomes publicly known and made generally available after disclosure by the disclosing Party to the receiving Party through no action or inaction of the receiving Party; (iii) is already in the possession of the receiving Party at the time of disclosure by the disclosing Party as shown by the receiving Party's files and records immediately prior to the time of disclosure; (iv) is obtained by the receiving Party from a third party without a breach of such third party's obligations of confidentiality; or (v) is independently developed by the receiving Party without the use of or reference to the disclosing Party's Confidential Information, as shown by documents and other competent evidence in the receiving Party's possession.
Legally Compelled Disclosure. In the event the receiving Party is required to disclose the disclosing Party's Confidential Information pursuant to a valid order by a court or other governmental body, or as otherwise required by law, prior to any such compelled disclosure, the receiving Party will (i) notify the disclosing Party of the legal process, and allow the disclosing Party to assert the privileged and confidential nature of the Confidential Information against the third party seeking disclosure and (ii) cooperate fully with the disclosing Party in protecting against any such disclosure and/or obtaining a protective order narrowing the scope of such disclosure and/or use of the Confidential Information. In the event that such protection against disclosure is not obtained, the receiving Party will be entitled to disclose the Confidential Information, but only as and to the extent necessary to legally comply with such compelled disclosure.
Third-party Disclosure. Client understands that nReach must share information with third-party providers to perform its services for the Client. While nReach has mutual non-disclosure agreements with several third parties, the Client understands that nReach is not liable for sharing information in pursuit of the Authorized Purpose. nReach recommends that every Client sign separate mutual non-disclosure agreements with any third-party vendors it engages with in pursuit of the Authorized Purpose.
Non-use and Non-disclosure. The receiving Party shall not use any of the disclosing Party's Confidential Information except for the Authorized Purpose for which it was disclosed as outlined above, or as otherwise specifically authorized and instructed by authorized personnel of the disclosing Party. Each Party agrees to use any Confidential Information of the other Party solely for the Authorized Purpose and not for any third party's benefit. Each Party agrees to limit disclosures of Confidential Information of the other Party to those employees of the receiving Party who are required to have the information to evaluate or engage in discussions regarding the Authorized Purpose. Each Party agrees that it will not disclose any of the Confidential Information to any third party without the express written consent of the disclosing Party. Neither Party shall reverse engineer, disassemble or decompile any of the Confidential Information of the other Party or any of the prototypes, software, or other tangible objects which embody the Confidential Information of the other Party and which are provided to the Party hereunder.
Maintenance of Confidentiality. Each Party agrees that it will exercise reasonable precautions and take reasonable measures to protect the secrecy of and avoid disclosure to others of Confidential Information received from the other Party, including assurance that the Confidential Information will be disclosed to only those of its employees who have a need to know it for the purposes contemplated by this Agreement and that any of its employees to whom such Confidential Information is disclosed are subject to an obligation to retain such information in confidence. Without limiting the foregoing, each Party shall take at least those measures that it takes to protect its own most highly Confidential Information and shall ensure that its employees who have access to Confidential Information of the other Party have signed a non-use and non-disclosure agreement in content similar to the provisions hereof, prior to any disclosure of Confidential Information to such employees. Neither Party shall make any copies of the Confidential Information of the other Party unless the same are previously approved in writing by the other Party. Where needed, each Party shall reproduce the other Party's proprietary rights notices on any such approved copies, in the same manner in which such notices were set forth in or on the original. The Parties further agree that neither this Agreement, nor any related agreement, or the fact that either Party is working with the other on the Authorized Purpose or disclosure or use of Confidential Information, shall be disclosed to any third party without the prior written consent of the non-disclosing Party.
No Obligation. Nothing herein shall obligate either Party to proceed with any transaction between them. Each Party reserves the right, in its sole discretion, to terminate the discussions contemplated by this Agreement concerning the business opportunity. Nothing in this Agreement shall be deemed to constitute a joint venture or partnership, or any other agreement, business, financial, or otherwise between the Parties hereto.
No Warranty. All Confidential Information Is provided "as is." Each Party makes no warranties, express, implied, or otherwise, regarding its accuracy, completeness, or performance, non-infringement of third-party rights, or its merchantability or fitness for a particular purpose.
Return of Materials. All documents and other tangible objects containing or representing Confidential Information which either Party has disclosed to the other Party, and all copies thereof which are in the possession of the other Party, shall be and remain the property of the disclosing Party and shall be promptly returned to the disclosing Party upon the disclosing Party's written request or upon the termination of this Agreement. At any time upon the disclosing Party's request, the receiving Party shall surrender to the disclosing Party all documents, prototypes, and samples that it may have received from the disclosing Party, including all copies thereof, and it will destroy any documents which it may have made which describe or disclose any such Confidential Information, or delete all Confidential Information therefrom, except that one copy may be retained by the receiving Party in a restricted file in its legal department to ensure compliance herewith.
No License. Each Party agrees nothing contained herein shall be construed as granting or implying any transfer of rights, patents, trademarks, intellectual property, or any other intellectual property pertaining to Confidential Information. Each Party acknowledges that the Confidential Information is, and will always be, the disclosing Party's sole property, even if suggestions made by a receiving Party are incorporated into the Confidential Information. Neither Party obtains any rights, by license or otherwise, in the other Party's Confidential Information. Neither Party solicits any change in the other Party's organization, business practice, service, or products, nor may the disclosure of the Confidential Information not be construed as evidencing any intent by a Party to purchase any products or services of the other Party or as an encouragement to expend funds in development or research efforts. The Confidential Information may pertain to prospective or unannounced products. Neither Party may use the other Party's Confidential Information as a basis for developing or having a third party develop a competing or similar plan or undertaking.
Term. This Agreement covers the disclosure of all Confidential Information for a period of three (3) years commencing as of the Effective Date. A Party's duty to protect the Confidential Information disclosed under this Agreement expires three (3) years from the date of receipt of Confidential Information (the "Confidentiality Term"). This Agreement may be terminated earlier by either Party by giving thirty (30) days written notice of termination to the other Party. Upon the expiration or termination of this Agreement, the obligations of each Party shall survive with respect to Confidential Information of the other Party disclosed hereunder until such time as the respective Confidential Information becomes publicly known and generally made available through no action or inaction of the receiving Party or until three (3) years after the date of initial disclosure of such Confidential Information to the receiving Party hereunder ("Confidentiality Period"), whichever occurs sooner. For the avoidance of doubt, upon the termination of this Agreement, each Party's obligation to keep the Confidential Information of the other Party confidential for the Confidentiality Period shall apply even in the event that one Party is acquired or merged by or into a third party, and such third party shall have the right to enforce this obligation as a third-party beneficiary.
Remedies. Each Party agrees and acknowledges that any breach of this Agreement may cause irreparable harm to the other Party for which monetary damages may be inadequate. Accordingly, the harmed Party may be entitled to injunctive or other equitable relief to remedy any threatened or actual breach of this Agreement by the other Party. In the event of any dispute, claim, question, or disagreement arising from or relating to this Agreement or the breach thereof, the Parties hereto shall use their best efforts to settle the said dispute, claim, question, or disagreement. To that end, they shall consult and negotiate in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution. If they do not reach a solution within a period of sixty (60) days following written notice by either Party to the other, or forty-five (45) days after mutual efforts seeking resolution began, whichever is the latter, all disputes, claims, questions, or differences shall be finally settled by arbitration administered by the American Arbitration Association ("AAA") in accordance with the provisions of its Commercial Arbitration Rules in accordance with its International Arbitration Rules. Two arbitrators shall be selected, one by each Party, who shall then select a third arbitrator to comprise an arbitration panel. The arbitration panel shall conduct the arbitration in Cincinnati, Ohio, under the then-current rules and supervision of the AAA. The arbitration panel will have the authority to award monetary damages but may not award punitive or exemplary damages or injunctive relief. Reformation of this Agreement relating particularly to prospective obligations of either Party, from and after the date the matter is arbitrated, shall be within the powers of the panel. The decision and award of the arbitration panel will be final and binding and may be entered in any court having jurisdiction. If any claim or suit is brought against nReach within the scope of this Agreement, Company shall pay for legal counsel chosen by nReach to defend against the same. In the event either Party files suit in a court of law to interpret or to enforce the terms of this Agreement, the Party prevailing in such action shall be entitled, in addition to any legal fees incurred in defending against any third-party claim, to its reasonable legal fees and costs incurred in such action to interpret or to enforce the terms of this agreement. This agreement shall be interpreted under the laws of the State of Ohio. Any unresolved international controversy or claim shall be settled by arbitration administered by the International Centre for Dispute Resolution in accordance with the provisions of its International Arbitration Rules. Except as required by law, neither a Party nor its representatives may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of (all/both) Parties.
Miscellaneous. This Agreement shall be governed by the laws of the State of Ohio, without reference to conflict of laws principles. This Agreement contains all the terms and conditions agreed on by the Parties. No other agreements, oral or otherwise, regarding the subject matter of this contract shall be deemed to exist or bind any of the Parties. Any modification to this Agreement shall be in writing and signed by both Parties hereto. This document and any attachments contain the entire agreement between the Parties with respect to the subject matter hereof. Neither Party shall have any obligation, express or implied by law, with respect to trade secret or proprietary information of the other Party except as set forth herein. Each Party represents, warrants, and covenants that it has the full right and authority to enter into this Agreement and perform its obligations hereunder, that all required corporate approvals and authorizations have been obtained, and that, upon signature by its authorized representative listed below, this Agreement shall have been duly executed and be legally binding upon the respective Party in all respects. Any failure to enforce any provision of this Agreement shall not constitute a waiver thereof or of any other provision. In case any one or more of the provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect the other provisions of this Agreement. This Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. No waiver by nReach of any breach of this Agreement shall be a waiver of any preceding or succeeding breach. No waiver by nReach of any right under this Agreement shall be construed as a waiver of any other right. nReach shall not be required to give notice to enforce strict adherence to all terms of this Agreement. This Agreement may be amended, superseded, or canceled. Any obligation or terms hereof may be waived only by a written instrument signed by a Party or its representative. All communication under this agreement shall be in English.
Electronic Signatures. In accordance with the Uniform Electronic Transaction Act (UETA) and the Electronic Signatures in Global and National Commerce Act, or ESIGN (the Act), and other applicable local or state legislation regarding Electronic Signatures and Transactions, the Parties do hereby expressly authorize and agree to the use of electronic signatures, by utilizing a digital signature service, as an additional method of signing this Agreement and Contract(s) procured hereunder.

ATTENTION! THE PRECEDING TERMS AND CONDITIONS WILL BE LEGALLY BINDING UPON YOUR SIGNATURE OF THIS AGREEMENT. BY SIGNING, YOU ARE REPRESENTING THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON YOUR COMPANY'S BEHALF (OR OTHER LEGAL ENTITY). IF YOU DO NOT HAVE SUCH AUTHORITY OR DISAGREE WITH THE TERMS AND CONDITIONS CONTAINED HEREIN, DO NOT SIGN.

IN WITNESS WHEREOF, the Parties have executed this Agreement through their duly authorized representatives as of the Effective Date:

NAME: Chris Fryburger

TITLE: Founder

COMPANY: Fryburger Consulting, LLC. DBA nReach

EMAIL: chris@nreach.com

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