MROTechnologies.com

Non-Disclosure Agreement

Number _______

Made as of the  ____ day of  _________________ , 201_ (the “Effective Date”)

 Between

 Hans Walter Mroch, dba MROTechnologies.com, as represented by himself as an FAA delegated Designated Engineering Representative (DER) in good standing, and having an office at 9927 Via Linda, Cypress, CA 90630

 and

 NAME __________________________

 having offices at  __________________________________________________________________

 (the "Participant”)

(Each called a "Party” and together “the Parties”)

In order to protect certain Confidential Information, as described below, MROTechnologies and the Participant agree as follows:

1.              Disclosing Party: Either or both Parties may disclose (the "Discloser”) Confidential Information, as hereinafter defined, to the other Party (the “Recipient”). 

2.              Primary Representative: Each Party’s representative for co-ordinating disclosure or receipt of Confidential Information is:

MROTechnologies.com Contact: Hans Walter Mroch

9927 Via Linda

Cypress, CA 90630 USA

Phone: 714-323-0710

Email: This email address is being protected from spambots. You need JavaScript enabled to view it.

Participant’s Contact: [Name]

[Address}

[Telephone]

[Facsimile]

[Email]

3.              Description of Confidential Information: 

                  "Confidential Information” is any information that is proprietary or confidential to Discloser or its Affiliates, as defined in paragraph 10 hereof, and disclosed to the Recipient by or on behalf of Discloser, including, without limitation, specifications, design plans, drawings, software, data, prototypes, or other business and/or technical information, without regard to whether such Confidential Information is disclosed in oral, written, electronic or visual form. 

                  Confidential Information provided in written, electronic or visual form shall be plainly marked “Confidential” or “Proprietary” or with language of similar meaning, or otherwise disclosed under circumstances which reasonably suggest to the Recipient the confidential nature of the Information. 

                  Information provided orally or in any other non-tangible form shall also be deemed Confidential Information if identified as being confidential or proprietary at the time of disclosure and confirmed in writing to be so by the Discloser to the Recipient at the time of disclosure or within thirty (30) days of disclosure, but failure to provide such written confirmation shall not affect the nature of the Confidential Information disclosed if such Confidential Information was identified as confidential or proprietary when disclosed orally or in any other non-tangible form.  Such writing shall specify the date, time, place, persons involved and substance of Confidential Information so disclosed. 

4.              Use of Confidential Information: 

4.1           The Recipient shall make use of the Confidential Information only for the following purpose (the “Transaction”):    The proposal stage and potential subsequent procurement activity associated with the provision of ____________________________ by the Participant to MROTechnologies. 

4.2           Without the prior written consent of the Discloser, the Recipient will not, and will direct its agents, advisors, directors, officers or employees (the “Representatives”) who have knowledge of any circumstances concerning the possible Transaction not to, disclose to any third party who is not a direct participant in the Transaction any of the terms, conditions or other facts with respect to the possible Transaction, including the status thereof (“Transaction Information”).  The term third party shall be broadly interpreted to include, without limitation, any corporation, company, partnership and individual. 

4.3           The Recipient agrees that the Confidential Information and the Transaction Information will not be used by the Recipient or its Representatives in any way detrimental to the Discloser, will be kept confidential by the Recipient and its Representatives and will not, except as hereinafter provided, without the prior written consent of the Discloser be used by the Recipient or its Representatives in any manner whatsoever, in whole or in part. 

5.              Restrictions: The Recipient shall (a) hold Confidential Information and Transaction Information in confidence and only provide access to such information to those Representatives or contractors who (i) have a need to know and (ii) have entered into a confidentiality agreement with the Recipient that is reasonably calculated to protect the confidential or proprietary nature of the Confidential Information and the Transaction Information and prohibit its unauthorized disclosure, and (b) not disclose any Confidential Information or Transaction Information to any third party without prior written approval of Discloser.  The Recipient shall treat any doubtful information as Confidential Information until any and all doubts concerning the nature of such doubtful information have been resolved after reasonable inquiry. 

6.              Disclosure Period. This Agreement pertains to Confidential Information and Transaction Information that is disclosed in contemplation of this Agreement, following its Effective Date and for ten (10) years thereafter unless sooner terminated in writing by either Party.

7.              Confidentiality Period. The Recipient’s duty to hold Confidential Information and Transaction Information in confidence as set out in this Agreement expires five (5) years from the date of disclosure or until receipt of a written release of Confidential Information and Transaction Information from the Discloser.  The confidentiality obligations in this Agreement shall survive the term of this Agreement or any earlier termination thereof.        

8.              Standard of Care/ Indemnity. The Recipient shall protect the disclosed Confidential Information and the Transaction Information by using the same degree of care, but no less than a reasonable degree of care, to prevent the unauthorized use, dissemination, or publication of the Confidential Information or the Transaction Information as the Recipient uses to protect its own Confidential Information of a similar nature.  The Recipient shall be responsible for and indemnify the Discloser for a breach of this Agreement by Recipient’s Representatives. 

9.              Exclusions. The terms “Confidential information” and “Transaction Information” do not include information which: (a) was lawfully in the Recipient’s possession before receipt from Discloser; (b) is or becomes a matter of public knowledge through no fault of the Recipient; (c) is disclosed on a non-confidential basis to the Recipient by a third party, provided, however, such third party is not known to the Recipient to be bound to a confidentiality agreement with the Discloser, its Affiliates, as hereinafter defined, or its Representatives covering such information; (d) is independently developed by the Recipient without any reference to and by Representatives who have not had access to the Confidential Information or the Transaction Information; (e) is disclosed under an order by a court of competent jurisdiction wherein sufficient written notice is given to the Discloser prior to such disclosure to enable the Discloser to seek an order limiting or precluding such disclosure; or (f) is disclosed by the Recipient with the Discloser’s prior written approval. 

10.           Affiliates. Unless the Parties agree in writing to the contrary, this Agreement shall bind each Party’s Affiliates, as well as the employees of such Affiliates.  For the purpose of this Agreement, the term "Affiliate” shall mean any entity that directly or indirectly controls, is controlled by, or is under common control with a Party to this Agreement, including, without limitation, a Party’s parent and subsidiaries, if any and all representatives, agents and advisors.

11.           Warranty. Each Discloser represents and warrants that it has the right and authority lawfully to disclosure the Confidential Information for the purposes set forth in this Agreement.  NO OTHER WARRANTIES ARE MADE BY EITHER PARTY UNDER THIS AGREEMENT.  ANY INFORMATION EXCHANGED UNDER THIS AGREEMENT IS PROVIDED "AS IS” INCLUDING, WITHOUT LIMITATION, WITHOUT ANY WARRANTY AS TO ACCURACY, SUITABILITY OR USEFULLNESS FOR THE PURPOSE.  THIS PARAGRAPH SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT. 

12.           Rights. Neither Party acquires any intellectual property rights, including patents, designs, trademarks, copyright or trade-secrets, under this Agreement except the limited rights to use the Confidential Information and Transaction Information to carry out the purposes set forth in paragraph 4.

13.           Remedies Upon Breach. Should the Recipient or any of its Representatives breach any part of this Agreement, the Discloser may: (a) demand the return of all Confidential Information and all copies thereof; (b) take any such action as is necessary to recover its actual damages incurred by reason of such breach including, but not limited to, legal fees on a solicitor-and-client basis and any costs of enforcing any legal action or claim; (c) obtain injunctive relief and/or specific performance, without a bond being required, to prevent or halt any such breach or to otherwise enforce the terms of this Agreement; and (d) pursue any other remedy available at law or equity, recognizing that the foregoing remedies are not exclusive of each other and may be pursued concurrently.

14.           Miscellaneous.

14.1        No failure or delay by either Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder.

14.2        This Agreement does not create any agency or partnership relationship between the Parties and shall not constitute or imply any promise to make any purchase of products or services by either Party or its Affiliates 

14.3        All additions or modifications to this Agreement must be made in writing and signed by both Parties.

14.4        Confidential Information disclosed in tangible form (including, without limitation, any summaries of orally disclosed information) and all copies thereof shall be returned to the Discloser upon request or the termination of this Agreement.

14.5        Subject to the limitations set forth in this Agreement, this Agreement shall enure to the benefit of and be binding upon the Parties, their successors and assigns. 

14.6  THIS AGREEMENT WILL BE INTERPRETED, CONSTRUED AND ENFORCED IN ALL RESPECTS IN ACCORDANCE WITH THE LAWS OF THE PROVINCE OF ONTARIO, CANADA, and the federal laws therein. The Participants hereby irrevocably consent to the exclusive jurisdiction of the courts of the Province of Ontario with respect to any suit, action or other judicial proceeding initiated in connection with this Agreement. The Participants further agree not to pursue any suit, action or other judicial proceedings arising out of or connected with, this Agreement or the performance thereof in any jurisdiction other than the Province of Ontario, Canada.

14.7  Should any term of this Agreement, for any reason, be held to be illegal or unenforceable, the remaining terms of this Agreement will continue in full force and effect, and the offending term will be limited or deleted to the extent necessary to make it enforceable.