**This document MUST BE SIGNED in order for your submission to be officially accepted.**
NON-DISCLOSURE AGREEMENT
THIS AGREEMENT is made, effective as of ________________, 20__, by and between NATURAL CODE LLC, a Nevada limited liability company ("Natural Code"); and ________________________ of _________________, ___________________ [supply name and city of residence] (the “Innovator”).
WHEREAS, Innovator desires to enter the Challenge known as the Evolution 2.0 Prize (the “Challenge”), the definitive rules for which are attached to this Agreement as “Exhibit A” and which will appear in substantially the same form in future on the website known as “herox.com”; and
WHEREAS, both Natural Code and Innovator desire to hold the details of Innovator’s solution to the Challenge in strict confidence because of that solution’s potential commercial value in the future;
NOW therefore, the parties agree as follows:
1. CONFIDENTIALITY. The parties to this Agreement recognize and acknowledge that Innovator has and will have certain information constituting Innovator’s submitted solution to the Challenge, which might be described as:
- inventions
- products
- product design
- processes
- technical matters
- trade secrets
- copyrights
- future plans
and collectively known as "Information." The parties to this Agreement agree that neither they nor any of their employees, contractors or owners will at any time or in any manner, either directly or indirectly, divulge, disclose, or communicate any of the Information to any third party without the prior written consent of the other party to this Agreement. Natural Code and Innovator agree that each will protect the Information and treat it as strictly confidential. Breach of this confidentiality provision will justify legal and/or equitable relief for the aggrieved party. If Innovator’s submitted solution is awarded the $100,000 prize referred to in Exhibit A, Natural Code shall have the right to publicize the fact that Innovator’s solution has won said prize without, however, disclosing any of the details of said solution sufficient for others to replicate it, notwithstanding any other provision in this Agreement to the contrary.
2. UNAUTHORIZED DISCLOSURE OF INFORMATION. If it appears that one of the parties to this Agreement has disclosed (or has threatened to disclose) the Information in violation of the terms of this Agreement, the aggrieved party shall be entitled to an injunction to restrain the offending party from disclosing, in whole or in part, such Information or from providing any services to or forming any contractual relationship with any third party to whom such Information has been disclosed or may be disclosed. Said aggrieved party shall not be prohibited by this provision from pursuing other legal remedies, including a claim for losses and damages.
3. NON-DISPARAGEMENT. Innovator agrees to take no action which is intended to or would reasonably be expected to harm Natural Code or Natural Code’s reputation or the reputation of any of its officers or its members, or which would reasonably be expected to lead to unwanted or unfavorable reputation or publicity to Natural Code, its officers or its members. This non-disparagement provision shall survive beyond the term of this Agreement.
4. OPTION GRANTED FOR FIRST REFUSAL. By signing this Agreement, Innovator agrees also to be bound by the Challenge rules reproduced in Exhibit A of this Agreement (and as may be later amended by Natural Code), including but not limited to Item 22 of Exhibit A, regarding right of first refusal. Innovator affirms and represents that as of the effective date of this Agreement, Innovator is the sole owner of the intellectual property rights, patent rights and/or development rights to the Technology (as that term is defined in Exhibit A hereto). Innovator hereby grants to Natural Code an option to purchase the intellectual property rights, patent rights and/or development rights to the Technology at substantially the same price and terms offered in writing to Innovator by a bona fide purchaser unrelated to Innovator. The option granted by Innovator in this Agreement shall be binding on all heirs and assigns of Innovator and shall remain in full force and effect until Natural Code determines that it no longer has an interest in the Technology. The terms of the option granted herein shall also apply to any business, financial, or estate planning structure or entity which Innovator creates (or obtains an equity interest in) which serves as a vehicle to hold the intellectual property rights, patent rights and/or development rights in the Technology, as if the option granted herein was granted by said structure or entity to Natural Code. Natural Code shall have Ninety (90) days from receipt of written notice from Innovator of a bona fide purchase offer (which notice shall contain a copy of the written purchase offer from a bona fide purchaser unrelated to Innovator) to exercise the option granted by this Paragraph. Failure of Natural Code to exercise this option in writing during said Ninety-day (90-day) period shall constitute a rejection of said purchase offer on the part of Natural Code. If for any reason, however, the transaction contemplated by said purchase offer is never consummated, the option granted by this Paragraph 4 shall remain in full force and effect.
5. TERM. The confidentiality provisions of this Agreement and the option granted in Paragraph 4 above shall continue in full force and effect until and unless Natural Code determines that the Challenge solution submitted by Innovator is not worthy of a prize award under the rules of the Challenge. Natural Code agrees that thereafter it will not disclose the Information on any public forum or media without prior written consent from Innovator.
6. RETURN OF PROPERTY. Upon termination of this Agreement, all materials delivered to Natural Code in connection with the submission of a proffered solution to the Challenge remain the property of Natural Code.
7. NOTICES. All notices required or permitted under this Agreement shall be in writing and shall be deemed delivered when delivered in person or on the third day after being deposited in the United States mail, postage paid, addressed as follows:
NATURAL CODE:
Natural Code LLC
Attn: Perry S. Marshall
President
805 Lake Street #295
Oak Park, Illinois 60301
Innovator:
________________ [print name and mailing address]
________________
________________
Such addresses may be changed from time to time by either party by providing written notice in the manner set forth above.
8. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties and there are no other promises or conditions in any other Agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties.
9. AMENDMENT. This Agreement may be modified or amended, if the amendment is made in writing and is signed by both parties.
10. SEVERABILITY. If any provisions of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid or enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
11. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.
12. APPLICABLE LAW. This Agreement shall be governed by the laws of the State of Illinois.
The parties hereto accept and agree to the terms of this Agreement, as signified by their signatures below. This Agreement shall be effective as of the date first above written.
NATURAL CODE LLC: INNOVATOR:
NATURAL CODE LLC,
a Nevada limited liability company
By: ______________________________ By: _____________________________
Perry S. Marshall,
President [print name] __________________________
