NONDISCLOSURE AGREEMENT
THIS AGREEMENT is made by and between e-Venture, Inc., (“Company” or “First Party”),
and party indicated in the above application form ("Second Party"), effective as
of the date set forth below. WITNESSETH: The parties hereto, intending to be hereby
legally bound, agree as follows:
1. General. Second Party has requested or may be receiving from the Company information
of a non-public nature in connection with dealings, contract or employment with
the Company. As used herein “First Party”, “Second Party” and “Company”, includes
each of their officers, directors, agents, employees and representatives and heirs,
including financial and legal advisors (collectively, "Representatives").
2. Confidential Information Defined. The parties acknowledge that, in the course
of the development, operation, employment and analysis of the Company, the Second
Party may receive certain confidential information from or about the Company and
its affiliates, officers, owners and directors, as the case may be, including but
not limited to finances, marketing, target markets, suppliers, technical, financial
and business information and models, names of potential customers, proposed business
transactions with third parties, reports, plans, market projects, software programs,
data and other confidential and proprietary information relating to the Company
or its business whether provided orally or in writing. All such technical, financial
or other business information, as described, thus supplied by the Company, or learned
by Second Party, or its Representatives is hereinafter called the "Information".
3. Exclusions from Definition. The term "Information" as used herein does not include
any data or information which is already known to the Second Party at the time it
is disclosed to the Second Party, or which before being divulged to the Second Party
(a) has become generally known to the public through no wrongful act of the Second
Party; (b) has been rightfully received by the Second Party from a third party without
restriction on disclosure; or (c) has been disclosed pursuant to a requirement of
a governmental agency or of law without similar restrictions or other protection
against public disclosure, or is required to be disclosed by operation by law.
4. Nondisclosure Obligation. Second Party, as well as its Representations receiving
any Information shall keep such Information confidential and shall not disclose
such Information, in whole or in part, to any person other than its Representatives
who need to know such Information in connection with the Second Parties involvement
with the Company (it being agreed and understood that such Representatives shall
be informed by Second Party of the confidential nature of the Information and shall
be required by Second Party to agree to treat the Information confidentially).
5. Standard of Protection. For the purpose of complying with the obligations set
forth herein, the Second Party shall use efforts commensurate with those that such
party employs for protection of corresponding sensitive information of its own.
However, in the event that the Second Party receiving any Information is legally
required to disclose any Information, Second Party shall promptly notify the Company
of such request or requirement prior to disclosure so that the Company may seek
an appropriate protective order and/or waive compliance with terms of this Agreement.
6. Nonuse Obligation. In addition to its obligation of nondisclosure hereunder,
Second Party agrees that it will not, directly or indirectly, attempt to appropriate
or otherwise take for its or other parties' benefit the business opportunity of
the Company as it relates to the business of the Company.
7. Ownership; Return of Information. All Information (including tangible copies
and computerized or electronic versions thereof) shall remain the property of the
Company. Within ten (10) days following the receipt of a written request from the
Company, Second Party will either deliver to the Company or destroy all tangible
materials contain or embodying the Information received from the Company and the
Second Party shall deliver to the Company a certificate certifying that all such
materials in the Company's possession have been delivered or destroyed.
8. No Representations or Further Obligations. Neither this Agreement nor the disclosure
or receipt of Information shall constitute or imply any promise or intention to
undertake any specific action on behalf of the Company. It is understood that this
Agreement does not obligate either party to enter into any further agreements or
to proceed with any possible relationship or other transaction.
9. Applicability to Representatives and Affiliates. The obligations of the Second
Party hereunder of nondisclosure and nonuse shall extend to its affiliates and Representatives.
10. Governing Law. This Agreement shall be governed by and construed and enforced
in accordance with the laws of the State of South Dakota.
IN WITNESS WHEREOF, the parties have executed and delivered this Nondisclosure Agreement
effective as of the date of execution by the last party to execute this Agreement
as set forth below.