THIS Nondisclosure Agreement (the “Agreement”) is made and entered into as of today, by and between Chuuze cofounders David Teman and Yushin Son (collectively, the “Company”) and yourself, (the “Recipient”). The Company and the Recipient are collectively referred to as the “Parties.”
The Parties hereby agree as follows:
- For purposes of this Agreement, "Confidential Information" means any and all non-public information that the Company has disclosed or may disclose to the Recipient, including but not limited to trade secrets and/or information related to: production of legal materials; business models; software development and design; business or software architecture; software; clients or prospective clients; internal communications, events, or meetings, or any other research, development, operations, marketing, transactions, regulatory affairs, discoveries, inventions, methods, processes, analyses, articles, materials, algorithms, formulas, specifications, designs, drawings, data, strategies, plans, prospects, know-how, and ideas. The definition of Confidential Information is irrespective of whether it is in tangible or intangible form and includes all copies and derivatives thereof.
- The Recipient agrees (i) not to disclose any Confidential Information to any third person, (ii) to keep the Company’s Confidential Information confidential and take all the reasonable precautions to protect the confidentiality of such Confidential Information with the same degree of care with which it protects the confidentiality of its own confidential information, but in no event with less than a reasonable degree of care, and (iii) not to use any Confidential Information for any purpose whatsoever except to advance the legitimate business interests of the Company under written or oral instruction of the Company’s authorized agents.
- All right, title, and interest in and to the Confidential Information shall remain with the Company or its assignee(s). Nothing in this Agreement or the transactions contemplated herein is intended to grant any right whatsoever to Recipient.
- The validity, construction and enforceability of this Agreement shall be governed in all respects by the law of the State of New York. This Agreement may not be amended except in writing signed by a duly authorized representative of the respective Parties. The failure of either party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.