Non-Disclosure Agreement


A copy of the fully executed NDA will be forwarded to PARTNER after the document is signed by both PARTNER and an authorized PANTHER representative.


THIS AGREEMENT is entered into by:

PANTHER INDUSTRIES, INC., 8990 Barrons Blvd. Highlands Ranch, CO 80129 "PANTHER" and

PARTNER Name:  ,

whose address is: ,

for itself, its employees, agents, officers, directors, and affiliates and all of their employees, agents, officers, and directors "PARTNER";

RECITALS

WHEREAS, PANTHER or PARTNER may be a discloser (sometimes hereinafter referred to as the "Disclosing Party") or a receiver (sometimes hereinafter referred to as the "Receiving Party") of Confidential Information (as hereinafter defined), subject to the limitations set forth herein.

WHEREAS, PANTHER and PARTNER each wish to investigate, analyze, and possibly enter into various relationships or transactions between them together (the "Relationship");

WHEREAS, in connection with the Relationship, PANTHER may from time to time permit PARTNER to visit certain of PANTHER's facilities or view certain documents or be privy to certain information and ideas and may disclose to PARTNER certain Confidential Information (as hereinafter defined); and

WHEREAS, in connection with the Relationship, PARTNER may from time to time permit PANTHER to visit certain of PARTNER's facilities or view certain documents or be privy to certain information and ideas and may disclose to PANTHER certain Confidential Information (as hereinafter defined);

NOW THEREFORE, PANTHER and PARTNER, in consideration of the promises and mutual agreements of the parties agree as follows:

  1. Obligations of Confidentiality. That this Agreement will conform the understanding between the parties concerning the mutual obligations of confidentiality with respect of information furnished for the purposes of this Agreement.
  2. Definitions. "Confidential Information" shall mean all of the Disclosing Party's designs, specifications, ideas, concepts, plans, formulas, patterns, devices, software, drawings, machinery and equipment, products, processes, procedures, methods, applications, technologies, financial information, partner information (including identity, specific needs and any of such partner's information possessed by the Disclosing Party) or any compilation or combination of the foregoing that is disclosed to Receiving Party and marked as confidential or proprietary. Any information that is transmitted orally shall be considered to be Confidential Information, provided such information is identified as proprietary or confidential at the time of such oral transmittal and notice is subsequently provided in writing of its confidential or proprietary nature by Disclosing Party and transmitted to Receiving Party within fifteen (15) days of such oral transmission.
  3. Information. Information of the Disclosing Party shall not be considered "Confidential Information" if it:
    (a) Is publicly known to the Receiving Party at the time of disclosure;
    (b) Becomes public knowledge without breach of this Agreement by Receiving Party;
    (c) Is known to Receiving Party at the time of the disclosure and is not subject to any restriction that would be violated by its disclosure;
    (d) Is lawfully obtained, without restriction that would be violated by the disclosure by Receiving Party, from a third party not affiliated with Disclosing Party; or
    (e) Is independently developed by Receiving Party by employees of Receiving Party who have not had access to the Confidential Information or by third parties unrelated to Disclosing Party.
  1. Disclosure. Receiving Party will not at any time directly or indirectly reproduce, disclose, divulge, disseminate, publish, reveal, or otherwise make known to anyone who is not a party to this Agreement any Confidential Information that is now or in the future disclosed by Disclosing Party to Receiving Party or with which Receiving Party otherwise comes into contact in connection with the Relationship.
  2. Limitation. That for a period of five (5) years from the date of this agreement, disclosed information, unless written consent if otherwise granted by Disclosing Party, shall be restricted to those employees and persons in the Receiving Party’s organization with a need to know in order to perform services specifically requested by one party of the other in order to fulfill the purpose of this Agreement.  Such employees or persons shall be notified of the proprietary nature of such information, and the Receiving Party shall use the same degree of care as its employees with its own information, but in any event, shall use at least a reasonable degree of care.
  3. Use. Receiving Party shall only use Confidential Information for purposes of the Relationship, unless otherwise specifically permitted in writing by Disclosing Party.
  4. Ownership. All Confidential Information that is disclosed to Receiving Party or with which Receiving Party otherwise comes into contact shall remain the property of Disclosing Party, and any Confidential Information that is in writing, on a computer disk, or in any other form capable of being returned, shall be returned to Disclosing Party immediately upon request or termination of the Relationship, whichever occurs first.
  5. Degree of Care. Receiving Party shall use not less than the degree of care used to prevent disclosure of its own proprietary and confidential information to prevent disclosure of Disclosing Party's Confidential Information. In no event, however, shall less than a reasonable degree of care be used. Receiving Party shall take all actions reasonably necessary to assure that its employees, contractors, agents, affiliated entities, and all of their employees, contractors, and agents comply with the terms of this Agreement.
  6. Breach. If a breach of this Agreement by Receiving Party occurs or is threatened, Disclosing Party shall be entitled to (i) injunctive relief restraining Receiving Party from using or disclosing, in whole or in part, directly or indirectly, any Confidential Information of Disclosing Party; and (ii) recovery for damages, losses, and expenses of any nature, including without limitation, attorneys' fees arising out of, resulting from, or otherwise relating to such breach or threatened breach.
  7. Court Order. This Agreement shall not prevent disclosure of Confidential Information in response to a valid order of a court or other governmental body provided that the party making the disclosure pursuant to the order shall first have given prompt written notice to Disclosing Party and made a reasonable effort to obtain a protective order requiring that the Confidential Information or the documents so disclosed be used only for the purpose for which the order was issued.
  8. Risk. Receiving Party agrees to assume the risk of any injury or loss to it, including its employees, contractors, and agents, while on the premises of Disclosing Party and agrees to hold harmless and indemnify Disclosing Party for any claims, losses, or damages related thereto.
  9. Survival. Receiving Party's obligations under this Agreement as to Confidential Information shall survive termination of this Agreement.
  10. Patent or License Rights. Nothing contained in this Agreement shall be construed as granting or conferring to Receiving Party any patent rights or licenses from Disclosing Party either expressly or by implication.
  11. Representations and Warranties. Neither party makes or intends to make any warranty or representation of any kind concerning Confidential Information, except each party represents and warrants that it has the right to disclose Confidential Information to the Receiving Party.
  12. Disclaimer of Relationship. Nothing contained in this Agreement shall be construed as creating or intending to create any partnership, joint venture, supplier-partner, principal-agent, master-servant, employer-employee or similar business relationship, and any such relationship would be reflected by the parties' execution of appropriate definitive agreements between them.
  13. No Further Agreements. That no furnishing of information and obligation thereunder shall obligate any of the parties to enter into any further agreement or negotiation with the other or to refrain from entering into an agreement or negotiation with any other party.
  14. No Waiver of Enforcement. The failure of either party to enforce any term of this Agreement will not operate as a waiver of the party's right to enforce that or any other term of this Agreement at other times or in other circumstances.
  15. Entire Agreement. This Agreement reflects the entire agreement of PARTNER and PANTHER with respect to the subject matter hereof and supersedes all prior oral and written representations, warranties, covenants, commitments, guarantees, and other agreements about the same subject matter hereof.  No agent, employee or representative of either party has any authority to bind such party to any affirmation, representation or warranty; and, unless such is specifically included within this written agreement, it shall not be enforceable by the other party hereto.
  16. Non-Disclosure Agreements. The parties agree to enforce all existing and future non-disclosure agreements with their employees, agents, and representatives within their respective organizations and ensure that said agreements cover the provisions listed within this Agreement.
  17. Own Confidential Information. The parties agree that nothing contained in this Agreement shall constitute or be construed to be a limitation or restriction upon any of the parties to use or disclose its own Confidential Information.
  18. Non-Competition. PARTNER agrees not to compete with PANTHER by manufacturing a piece of equipment that performs the same functions as those provided to PARTNER by PANTHER for a period of three (3) years from the expiration date of this Agreement.  After this date, PARTNER agrees that it will not manufacture equipment based on the technical aspects of equipment provided to it by PANTHER, such as copying the design or any part there-of of said equipment as provided by PANTHER.
  19. Amendments. No amendments to or modifications of this Agreement shall be effective unless reduced to writing and executed by the parties hereto.
  20. Law. This Agreement shall be governed by and construed in accordance with the laws of Colorado without reference to conflicts of law principles, and the parties agree to be subject to the jurisdiction of Colorado courts.

IN WITNESS WHEREOF, the parties have caused their duly authorized representatives to execute this Confidentiality Agreement as set forth below.

On behalf of PARTNER:

Company Name:

Title of Person Signing Non-Disclosure Agreement:
 

Date of Signature:

Name and Email Address:

Leave this empty:

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Document name: Non-Disclosure Agreement
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February 13, 2020 1:22 pm MDTNon-Disclosure Agreement Uploaded by Panther Industries - management@print-n-apply.com IP 50.243.144.137
February 13, 2020 1:24 pm MDT Document owner marketing@print-n-apply.com has handed over this document to sales@print-n-apply.com 2020-02-13 13:24:20 - 50.243.144.137
February 13, 2020 2:23 pm MDT Document owner sales@print-n-apply.com has handed over this document to management@print-n-apply.com 2020-02-13 14:23:44 - 50.243.144.137