Vendor Non-Disclosure Agreement

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  • This NON-DISCLOSURE AGREEMENT (“Agreement”), dated as of 12/03/2021, is by you and your assigns (collectively, “Vendor”) for the benefit of RevenueJump Inc. (the “Company”), an Idaho company.

    RECITALS

    A. The Company desires to protect its confidential information.

    B. The Company requires the Vendor to execute and deliver this Agreement as a condition to the Company’s entering into a contractual agreement with him/her.

    C. In consideration of agreeing to work with the Company, the Vendor enters into this Agreement.

    AGREEMENT

    The Vendor agrees as follows:

    SECTION 1. CONFIDENTIAL INFORMATION DEFINED

    As used in this Agreement, the term “Confidential Information” means (a) proprietary information of the Company, (b) information marked or designated by the Company as confidential, (c) information, whether or not in written form and whether or not designated as confidential, that is known to me as being treated by the Company as confidential, and (d) information provided to the Company by third parties that the Company is obligated to keep confidential. Confidential Information includes, but is not limited to, discoveries, ideas, designs, drawings, specifications, techniques, models, data, programs, documentation, processes, know-how, customer lists, marketing plans, and financial and technical information.

    SECTION 2. OWNERSHIP

    I acknowledge that all Confidential Information is and will continue to be the exclusive property of the Company, whether or not prepared in whole or in part by me and whether or not disclosed or entrusted to me in connection with my work for the Company.

    SECTION 3. ACKNOWLEDGMENT OF RECEIPT OF CONFIDENTIAL INFORMATION

    I acknowledge that in the course of performing my duties for the Company, I will have access to Confidential Information, the ownership and confidential status of which are highly important to the Company, and I agree, in addition to the specific covenants contained in this Agreement, to comply with all Company policies and procedures for the protection of Confidential Information.

    SECTION 4. ACKNOWLEDGMENT OF IRREPARABLE HARM

    I acknowledge that any disclosure of Confidential Information will cause irreparable harm to the Company.

    SECTION 5. COVENANT OF NONDISCLOSURE

    I covenant that I will not disclose Confidential Information, directly or indirectly, under any circumstances or by any means, to any third person without the express written consent of the Company.

    SECTION 6. COVENANT OF NONUSE

    I covenant that I will not copy, transmit, reproduce, summarize, quote, or make any commercial or other use whatsoever of Confidential Information, except as may be necessary to perform my duties for the Company.

    SECTION 7. EXCLUSIONS

    Notwithstanding any other provisions of this Agreement, the confidentiality obligations of this Agreement will not apply to any information that the recipient demonstrates by clear and convincing documentary evidence (a) is now or becomes generally known to the public by lawful means and without breach of any confidentiality obligation, (b) is disclosed by the recipient with the Company’s prior written consent to unrestricted disclosure, (c) was known to and reduced to writing by the recipient before the date of this Agreement, (d) is independently developed by the recipient without use of any Confidential Information, or (e) is lawfully obtained by the recipient from any third party who did not obtain the information, directly or indirectly, from the Company. The phrase “generally known to the public” refers to information that is generally known to the public in the country in which the Confidential Information is sought to be used, and the phrase does not include information that can be derived only through significant expenditure of time or effort to assemble, compile, or reconstruct, even though individual portions of the information may be publicly available.

    SECTION 8. SAFEGUARD OF CONFIDENTIAL INFORMATION

    I agree to exercise the highest degree of care in safeguarding Confidential Information against loss, theft, or other inadvertent disclosure, and I agree generally to take all steps necessary to ensure that the confidentiality of Confidential Information is maintained.

    SECTION 9. WORK MADE FOR HIRE

    I agree that all creative work, including computer programs or models, prepared or originated by me for the Company, or during or within the scope of my employment by the Company, that may be subject to protection under federal copyright laws, constitutes “work made for hire,” all rights to which are owned by the Company; and, in any event, I assign to the Company all rights, title, and interest, whether by way of copyright, trade secret, or otherwise, in all such work, whether or not subject to protection by copyright laws.

    SECTION 10. RETURN OF CONFIDENTIAL INFORMATION

    On termination of my contract term with the Company, or otherwise as requested, I will deliver promptly to the Company all Confidential Information, in whatever form, that may be in my possession or under my control.

    SECTION 11. SUBPOENAS

    If I am served with any subpoena or other compulsory judicial or administrative process calling for production of Confidential Information, I will immediately notify the Company so that it may take such action as it deems necessary to protect its interests.

    SECTION 12. REMEDIES

    If I fail to abide by this Agreement, the Company will be entitled to (a) specific performance, including immediate issuance of a temporary restraining order or preliminary injunction enforcing this Agreement, (b) a judgment for damages caused by my breach, and (c) any other remedies provided by applicable law.

    SECTION 13. DURATION

    The obligations set forth in this Agreement will continue beyond the term of my contractual term with the Company and for as long as I possess Confidential Information.

    SECTION 14. MISCELLANEOUS PROVISIONS

    1. Binding Effect. This Agreement is binding on and inures to the benefit of the parties and their respective heirs, personal representatives, successors, companies, employers, and [permitted] assigns.

    2. Assignment. Neither this Agreement nor any of the rights, interests, or obligations under this Agreement may be assigned by any party without the prior written consent of the other parties, which consent will not be unreasonably withheld.

    3. No Third-Party Beneficiaries. Nothing in this Agreement, express or implied, is intended or may be construed to confer on any person, other than the parties to this Agreement, any right, remedy, or claim under or with respect to this Agreement.

    4. Notices. All notices and other communications under this Agreement must be in writing and will be deemed to have been given if delivered personally, sent by facsimile (with confirmation), mailed by certified mail, or delivered by an overnight delivery service (with confirmation) to the parties, or facsimile numbers (or at such other address or facsimile number as a party may designate).Any notice or other communication will be deemed to be given (a) on the date of personal delivery, (b) at the expiration of the third day after the date of deposit in the United States mail, or (c) on the date of confirmed delivery by facsimile or overnight delivery service.

    5. Amendments. This Agreement may be amended only by an instrument in writing executed by all the parties, which writing must refer to this Agreement.

    6. Construction. The captions used in this Agreement are provided for convenience only and will not affect the meaning or interpretation of any provision of this Agreement. All references in this Agreement to “Section” or “Sections” without additional identification refer to the Section or Sections of this Agreement. All words used in this Agreement will be construed to be of such gender or number as the circumstances require. Whenever the words “include” or “including” are used in this Agreement, they will be deemed to be followed by the words “without limitation.”

    7. Counterparts. This Agreement may be executed in counterparts, each of which will be considered an original and all of which together will constitute one and the same agreement.

    8. Facsimile Signatures. Facsimile transmission of any signed original document, and retransmission of any signed facsimile transmission, will be the same as delivery of an original. At the request of any party, the parties will confirm facsimile transmitted signatures by signing an original document.

    9. Further Assurances. Each party agrees to execute and deliver such other documents and to do and perform such other acts and things as any other party may reasonably request to carry out the intent and accomplish the purposes of this Agreement.

    10. Time of Essence. Time is of the essence with respect to all dates and time periods set forth or referred to in this Agreement.

    11. Expenses. Except as otherwise expressly provided in this Agreement, each party to this Agreement will bear its own expenses in connection with the preparation, execution, and performance of this Agreement and the transactions contemplated by this Agreement.

    12. Waiver. Any provision or condition of this Agreement may be waived at any time, in writing, by the party entitled to the benefit of such provision or condition. Waiver of any breach of any provision will not be a waiver of any succeeding breach of the provision or a waiver of the provision itself or any other provision.

    13. Governing Law. This Agreement will be governed by and construed in accordance with the laws of the state of Idaho, without regard to conflict-of-laws principles.

    14. Attorney Fees. If any arbitration, suit, or action is instituted to interpret or enforce the provisions of this Agreement, to rescind this Agreement, or otherwise with respect to the subject matter of this Agreement, the party prevailing on an issue will be entitled to recover with respect to such issue, in addition to costs, reasonable attorney fees incurred in the preparation, prosecution, or defense of such arbitration, suit, or action as determined by the arbitrator or trial court, and, if any appeal is taken from such decision, reasonable attorney fees as determined on appeal.

    15. Severability. If any provision of this Agreement is deemed to be invalid or unenforceable in any respect for any reason, the validity and enforceability of such provision in any other respect and of the remaining provisions of this Agreement will not be impaired in any way.