>3 a A 62%. Untitled document Read?only lei/O 9r Read Only You can't save changes to This Nondisclosure Agreement (the "Agreement") is entered into by and between DG Consultants and associated entities, ("Disclosing Party") and located at Party") for the purpose of preventing the unauthorized disclosure of Con?dential Information as defined below. The parties agree to enter into a con?dential relationship with respect to the disclosure of certain proprietary and confidential information ("Con?dential Information"). 1. Definition of Confidential Information. For purposes of this Agreement, "Con?dential Information" shall include all information or material that has or could have commercial value or other utility in the business in which Disclosing Party is engaged. If Confidential Information is in written form, the Disclosing Party shall label or stamp the materials with the word "Confidential" or some similar warning. If Confidential Information is transmitted orally, the Disclosing Party shall provide a writing indicating that such oral communication constituted Con?dential Information. 2. Exclusions from Confidential Information. Receiving Party's obligations under this Agreement do not extend to information that is: publicly known at the time of disclosure or subsequently becomes publicly known through no fault of the Receiving Party; discovered or created by the Receiving Party before disclosure by Disclosing Party; learned by the Receiving Party through legitimate means other than from the Disclosing Party or Disclosing Party's representatives; or is disclosed by Receiving Party with Disclosing Party's prior written approval. 3. Obligations of Receiving Party. Receiving Party shall hold and maintain the Confidential Information in strictest confidence for the sole and exclusive benefit of the Disclosing Party. Receiving Party shall carefully restrict access to Confidential Information to employees, contractors and third parties as is reasonably required and shall require those persons to sign nondisclosure restrictions at least as protective as those in this Agreement. Receiving Party shall not, without prior written approval of Disclosing Party, use for Receiving Party?s own benefit, publish, copy, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of Disclosing Party, any Con?dential Information. Receiving Party shall return to Disclosing Party any and all records, notes, and other written, printed, or tangible materials in its possession pertaining to Con?dential Information immediately if Disclosing Party requests it in writing. 4. Time Periods. The nondisclosure provisions of this Agreement shall survive the termination of this Agreement and Receiving Party's duty to hold Confidential Information in confidence shall remain in effect until the Confidential Information no longer quali?es as a trade secret or until Disclosing Party sends Receiving Party written notice releasing Receiving Party from this Agreement, whichever occurs first. 5. Relationships. Nothing contained in this Agreement shall be deemed to constitute either party a partner, joint venturer or employee of the other party for any purpose. 6 >3 a; A 61%. Read Only You can't save changes to 6. Severability. If a ceurt finds any previsien ef this Agreement invalid er unenferceable, the remainder ef this Agreement shall be interpreted se as best te effect the intent ef the parties. 7. lntegratien. This Agreement expresses the cemplete understanding ef the parties with respect te the subject matter and supersedes all prier prepesals, agreements, representatiens and understandings. This Agreement may net be amended except in a writing signed by beth parties. 8. Waiver. The failure te exercise any right previded in this Agreement shall net be a waiver ef prier er subsequent rights. 9. Netice ef Immunity Empleyee is previded netice that an individual shall net be held criminally er civilly liable under any federal er state trade secret law fer the disclesure ef a trade secret that is made in cenfidence te a federal, state, er lecal gevernment ef?cial, either directly er indirectly, er te an atterney; and (ii) selely fer the purpese ef reperting er investigating a suspected vielatien ef law; er is made in a cemplaint er ether decument ?led in a lawsuit er ether preceeding, if such filing is made under seal. An individual whe files a lawsuit fer retaliatien by an empleyer fer reperting a suspected vielatien ef law may disclese the trade secret te the atterney ef the individual and use the trade secret infermatien in the ceurt preceeding, if the individual files any decument centaining the trade secret under seal; and (ii) dees net disclese the trade secret, except pursuant te ceurt erder. This Agreement and each party's ebligatiens shall be binding en the representatives, assigns and successers ef such party. Each party has signed this Agreement threugh its autherized representative. (Signature) (Typed er Printed Name} Date: (Signature) (Typed er Printed Name} Date: