Mutual Non-Disclosure Agreement
This Agreement becomes effective when the Client accepts it by checking the 'I agree to the terms of Explor's Mutual Non-Disclosure Agreement' box and submitting our contact form.
The Agreement is between:
Explor Geoscience USA Inc. ("Explor"), with its principal office at 5850 San Felipe Street, Suite 500, Houston TX, 77057,
and
Client ("Client"), whose identity will be established upon acceptance of this Agreement (together, the "Parties" and individually, a "Party")
1. Purpose
The Parties wish to exchange certain confidential and proprietary information for the purpose of exploring a potential business relationship or partnership (the "Purpose").
2. Confidential Information
"Confidential Information" means any non-public information disclosed by one Party (the "Disclosing Party") to the other Party (the "Receiving Party"), whether orally, in writing, electronically, or by other means, that is designated as confidential or which a reasonable person would understand to be confidential under the circumstances. Confidential Information does not include information that: a. Was already known to the Receiving Party without an obligation of confidentiality; b. Becomes publicly available without the Receiving Party’s breach of this Agreement; c. Is independently developed by the Receiving Party without the use of or reference to the Disclosing Party’s Confidential Information; or d. Is disclosed to the Receiving Party gby a third party legally entitled to make such a disclosure.
3. Obligations
The Receiving Party agrees to: a. Use the Confidential Information solely for the Purpose; b. Not disclose the Confidential Information to any third party without the prior written consent of the Disclosing Party; and c. Protect the Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than a reasonable degree of care.
4. Exceptions to Disclosure
The Receiving Party may disclose Confidential Information if required to do so by law, regulation, or court order, provided that the Receiving Party promptly notifies the Disclosing Party of such requirement (to the extent legally permissible) to allow the Disclosing Party to seek a protective order or other appropriate remedy.
5. Return or Destruction of Confidential Information
Upon the Disclosing Party’s request, the Receiving Party will return or destroy all Confidential Information and any copies thereof and certify such destruction in writing.
6. Term
This Agreement will remain in effect for two (2) years from the Effective Date, unless terminated earlier by mutual agreement or replaced with a definitive agreement regarding the Purpose. The obligations of confidentiality will survive the termination of this Agreement for a period of three (3) years.
7. No License
Nothing in this Agreement grants any license or rights to the Receiving Party under any patents, copyrights, trademarks, or other intellectual property of the Disclosing Party.
8. No Obligation
This Agreement does not obligate either Party to enter into any business relationship or transaction.
9. Entire Agreement
This Agreement constitutes the entire agreement between the Parties concerning its subject matter and supersedes all prior discussions or agreements regarding Confidential Information.
10. Governing Law
This Agreement will be governed by and construed in accordance with the laws of The United States of America.
11. Acceptance
By checking the box on our contact form labeled "I agree to the terms of Explor’s Mutual Non-Disclosure Agreement," the Client acknowledges that they have read, understood, and agree to be bound by this Agreement.
For questions or concerns about this agreement please contact our team at: info@explor.net