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This Non-Disclosure Agreement was signed and is on file. Both parties have been notified by email.
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This Non-Disclosure Agreement (the "Agreement") is made as of the date of electronic signature below (the "Effective Date"), by and between NEAI Group ("Company") and the Receiving Party identified above ("Recipient"). The parties agree as follows:
"Confidential Information" means any and all information disclosed by Company to Recipient, in any form (written, oral, electronic, visual, or otherwise), including without limitation:
Recipient agrees to:
Confidential Information does not include information that Recipient can demonstrate by written records: (a) was lawfully in Recipient's possession before disclosure by Company without an obligation of confidentiality; (b) is or becomes publicly known through no fault of Recipient; (c) was independently developed by Recipient without use of or reference to any Confidential Information; or (d) is rightfully received from a third party without confidentiality obligations.
If Recipient is legally compelled to disclose Confidential Information, Recipient shall (a) promptly notify Company in writing in advance, where legally permitted; (b) cooperate with Company to obtain a protective order or other remedy; and (c) disclose only the minimum necessary.
Upon Company's request or termination of any relationship between the parties, Recipient shall promptly return or destroy all Confidential Information in its possession or control, and shall certify destruction in writing if requested.
This Agreement does not grant Recipient any license, ownership, or rights of any kind in or to the Confidential Information or any intellectual property of Company. All rights remain the exclusive property of Company.
The obligations set forth in this Agreement shall continue for a period of five (5) years from the Effective Date; provided, that obligations relating to source code, scripts, algorithms, models, and trade secrets shall continue indefinitely for as long as such information retains its confidential or trade-secret character.
Recipient acknowledges that any breach of this Agreement may cause Company irreparable harm for which monetary damages would be inadequate, and that Company shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity. The prevailing party in any action to enforce this Agreement shall be entitled to recover reasonable attorneys' fees and costs.
This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict-of-laws principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in Texas for any dispute arising under this Agreement.
This Agreement constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior negotiations or understandings. It may be amended only in writing signed by both parties. If any provision is held unenforceable, the remaining provisions shall remain in full force. Failure to enforce any provision shall not be a waiver. The parties agree that this Agreement may be executed electronically and that electronic signatures (including typed names accepted via this online form) are legally binding under the U.S. ESIGN Act and the Texas Uniform Electronic Transactions Act.
Type your full legal name as your signature, then your initials. By signing, you agree to be bound by the terms above.