​Sub Contractor NDA (1)

MUTUAL CONFIDENTIALITY AND NONDISCLOSURE AGREEMENT
This MUTUAL CONFIDENTIALITY AND NONDISCLOSURE AGREEMENT & CONTRACT (the "Agreement") is made and entered into effect as of today, by and between 
    ​and "Jennifer Goodwin Companies &  internetGIRLfriday.com" (Company), located at 2285 Marsh Hawk Lane, Fleming Island, FL 32003.
    W I T N E S S E T H :

        WHEREAS, the parties desire to evaluate a possible contractual relationship, business relationship or other transaction between “Sub Contractor” and “Company”; accordingly, it may be necessary for the parties to provide certain confidential infor¬mation to each other concerning their respective businesses, financial condition and operations.

         NOW, THEREFOR, in consideration of the exchange of confidential information, and such other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, “Vendor” and “Jennifer Goodwin.” hereby agree as follows:

    1.    Evaluation Material.  As used herein, the term "Evaluation Material" means any of the following types of information: (i) all data, reports, analyses, notes, interpretations, forecasts, records, documents, agreements and information concerning the other party which are not generally available to the public and which the such party or its Representatives (as defined below) will provide or previously has provided to the receiving party or its Representatives or which the receiving party or its Representatives receive or receive knowledge of or access to in connection with its analysis of a possible business relationship or transaction between the parties, at any time and in any form, whether or not expressly marked as proprietary or confidential, including without limitation business plans; customer lists; financial statements and other financial information of the disclosing party and its customers; suppliers; know-how; strategic or technical data; technology (including without limitation all design, manufacturing and related technology); sales and marketing data; marketing research data; product research and development data; software programs, designs, developments, data and any components thereof, whether or not copyrightable; intellectual property; pricing information; any oral, written or visual information obtained by meeting representatives or personnel of the disclosing party or touring its facilities; (ii) all oral or written analyses (including any valuation or proposed price or range of prices for the stock or assets of either party), notes, analyses, compilations, studies, interpretations or other documents and all copies thereof prepared by either party or its Representatives, which contain, reflect or are based upon, in whole or in part, any of the information which is described in the preceding clause (i); and (iii) the content and substance of any discussions or negotiations between the parties (or its Represen-tatives), and the fact that such discussions or negotia¬tions have taken place.  The term "Evaluation Material" does not include, however, information which (a) is or becomes generally available to the public other than as a result of a disclosure by the receiving party or its Representatives; or (b) a party can show was within its possession prior to its being furnished to such party by or on behalf of the other, provided that the information was not provided to such party in violation of a confidentiality agreement or other contractual, legal or fiduciary obligation of confidentiality to the other party; or (c) was received by a party from a third party owing no duty to the other  and having the legal right to transmit the same; or (d) is independently developed by  a party without the aid, application or use of the Evaluation Material. Representatives. As used herein, the term "Representatives" means, collectively, the respective directors, officers, employees, members, agents, financial advisors, bankers, lenders, accountants, attorneys, professional or technical consultants of each party, as the context requires, to whom any of the information contained in the Evaluation Materials has been disclosed.  In the case of “Sub Contractor”, the term "Representatives" shall include the directors, officers, employees, agents, accountants, attorneys, professional or technical consultants of each subsidiary or affiliate of “Sub Contractor”. 

    2.    Confidentiality. Sub Contractor will not at any time or in any manner, either directly or indirectly, use for the personal benefit of Contractor, or divulge, disclose, or communicate in any manner any information that is proprietary to Company or the Company’s clients.   Sub Contractor will protect such information and treat it as strictly confidential. This provision shall continue to be effective after the termination of this Agreement. Upon termination of this Agreement, Sub Contractor will, upon request, return to Company all records, notes, documentation and other items that were used, created, or controlled by Sub Contractor during the term of this Agreement.

    A.    Each party will inform each of its Representatives of the confidential nature of the Evaluation Material and of the provisions of this Agreement, and will cause each such Representative to agree (a) to comply fully with the restrictions on use of the Evaluation Material contained in this Agreement, (b) not to disclose the information to any other individual and (c) to be subject to legal action by the other party for the enforcement of this Agreement.  The forgoing notwithstanding, each party will be directly responsible and liable for any breach of this Agreement or other improper use of Evaluation Material by any of its Representatives or by any other person to whom Evaluation Material is provided by such party or its Representatives, whether in contravention of this Agreement or otherwise.  As used herein, the term "person" shall be broadly interpreted to include, with¬out limitation, any corporation, partnership, joint venture, trust or individual.

    B.    Without the prior written consent of the other party, each party agrees that it will not, and it will direct its Representatives not to, disclose to any person the fact or facts that (1) any investi¬gations, discussions or negotiations are taking place concerning a possible business relationship or transaction, (2) either party has requested or received Evaluation Material from the other, or (3) any of the terms, conditions, or other facts with respect to any such actual or potential business relationship or transaction, including, but not limited to, the status thereof and the terms or provisions of any proposal or offer made by either party, whether written or oral; provided that either party may make such disclosures required by applicable securities laws as are necessary to comply therewith or with the rules and regulations of any applicable stock exchange, provided further that the non-disclosing party shall be given reasonable prior notice thereof and an opportunity to comment on or object thereto.

    3.    Compelled Disclosure.  In the event that a party or any of its Repre¬sentatives become legally compelled (by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process) to disclose any of the other party’s Evaluation Material, such party shall provide the other party with prompt prior written notice of such requirement so that it may seek a protective order or other appropriate remedy and will cooperate fully with its efforts to obtain any such order or other relief.  In the event that such protective order or other remedy is not obtained, the party being compelled will provide only that portion of the Evaluation Material which it is advised by written opinion of counsel is legally required, and such disclosure will not result in any liability hereunder unless such disclosure was caused by or resulted from a previous disclosure by such party or its Representatives that was not permitted by this agreement.  Additionally, such party agrees to exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded such Evaluation Material.  The party being compelled to make disclosure shall be reimbursed for all reasonable expenses incurred by it or it’s Representatives in complying with this Section 4, except to the extent such amounts are recoverable from the party compelling disclosure.  Such party agrees to exercise its best efforts to recover all expenses which are recoverable from the party compelling disclosure.

    4.    Work Product Ownership. Any works copyrighted, ideas, discoveries, inventions, patents, products, or other information (collectively, the "Work Product") developed in whole or in part by Sub Contractor in connection with the Company shall be the exclusive property of the Company. Upon request or termination, the Sub Contractor will destroy all copies of any analyses, compilations, studies or other documents prepared by it or for its use containing or reflecting any such Evaluation Material (including, but not limited to, those identified in subsections (ii) and (iii) of Section 1), in its possession or in the possession of its Representatives and will furnish the requesting party with prompt written confirmation of such destruction.  Notwithstanding the return or destruc¬tion of any Evaluation Material, the parties will continue to be bound by their confidentiality and other obligations under this agreement.

    5.    No Warranty of Accuracy.  The parties understand and acknowledge that neither party is hereby making any representation or warranty, express or implied, as to the accuracy or completeness of the Evaluation Material provided by such party, and neither party nor any of its officers, directors or agents will have any liability to the other or any person resulting from use of the Evaluation Material by the other party or its Representatives.  Only those representations or warranties that are made in a Definitive Agreement when, as, and if it is executed, and subject to such limitations and restrictions as may be specified in such Definitive Agreement, will have any legal effect.

    6.    Miscellaneous. 
    A.    The parties agree that this Agreement is for the benefit of the parties and their directors, officers, stockholders, owners, affiliates and agents.  The parties also agree that money damages would not be a sufficient remedy for any violation of the terms of this Agreement, and, accordingly, that the parties shall be entitled to equitable relief, including injunctive relief and specific performance in the event of any breach of the provisions of the Agreement, in addition to all other remedies available at law or in equity. 

    B.    It is further understood and agreed that no failure or delay in exercising any right, power or privilege hereunder will operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder.

    C.    This Agreement will be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. This Agreement will be governed by and construed in accordance with the laws of the State of Massachusetts, without reference to conflicts of laws principles.  The term of this Agreement shall be a period of three (3) years from the date of this Agreement or such longer period as any of the Evaluation Material may be protected by the Connecticut Trade Secret Act or similar applicable state or federal law.  Every provision of this Agreement is intended to be severable.  If any term or provision hereof is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the remainder of this agreement.

    7.    Term/Termination. This Agreement will remain in full effective for 3 years.

            IN WITNESS WHEREOF, the parties have hereunto affixed their hands and seals effective as of the date first above written.

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