GTI TECHNOLOGIES INC.
NONDISCLOSURE AND CONFIDENTIALITY AGREEMENT
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A. The parties intend to engage in discussions concerning a potential business relationship (the “Proposed Relationship”).
B. In connection with the Proposed Relationship, the parties may disclose certain information related to their operations or
business (the “Information”).
C. Each party desires to protect the confidentiality of certain information that it may disclose to the other party at any time
whether or not the parties enter into the Proposed Relationship.
NOW THEREFORE, in consideration of the foregoing promises and the mutual covenants herein contained, THE PARTIES
HERETO AGREE AS FOLLOWS:
1. Confidential Information. “Confidential Information” means (a) any Information disclosed by or on behalf of a party (the
“Disclosing Party”) to the other party (the “Receiving Party”), including, without limitation, (i) any materials, trade secrets, know-how,
formula, processes, algorithms, ideas, strategies, inventions, data, network configurations, system architecture, designs, flow charts,
drawings, proprietary information, business and marketing plans, financial and operational information, customer proprietary network
information (“CPNI”) and all other non-public information, material, or data relating to the past, current, or future business or
operations of the Disclosing Party and (ii) any information, material, or data provided by third party vendors of the Disclosing Party
and (b) any analyses, compilations, studies, summaries, extracts, or other documentation prepared by the Receiving Party based on
the Information disclosed by the Disclosing Party.
2. Use and Disclosure of Confidential Information.
2.1 Permitted Use and Disclosure. The Receiving Party will not utilize and Confidential Information received from the
Disclosing Party for any purpose other than for the benefit of the Disclosing Party or in order to facilitate the transactions in which
the parties are involved by mutual written agreement. The Receiving Party will not utilize the Confidential Information provided to it
by the Disclosing Party to compete with the Disclosing Party, nor will the Receiving Party engage in reverse engineering of the
Disclosing Party’s Confidential Information or any other conduct which would directly or indirectly result in one party
misappropriating or improperly utilizing the rights, property, assets, or Confidential Information of the other party. The Receiving
Party will maintain the confidentiality of such Confidential Information using at least the same degree of care customarily used by the
Receiving Party to protect its own Confidential Information, but under no circumstances will the Receiving Party use less than a
reasonable degree of care. The Receiving Party agrees to comply with the Disclosing Party’s CPNI policies and procedures. Upon
request by the Disclosing Party, the Receiving Party will return all Confidential Information provided by the Disclosing Party to the
2.2 General exceptions. Notwithstanding any other provision of this Agreement, Information will not be or will cease to be
Confidential Information (a) if such Information was already public knowledge at the time it was learned by the Receiving Party, or if
such Information subsequently came into the public domain through no fault of the Receiving Party, (b) if such Information was
lawfully received by the Receiving Party from a third party free of an obligation of confidence to such third party, (c) if such
Information was already in the possession of the Receiving Party prior to the receipt therefore, directly or indirectly, from the
Disclosing Party, (d) if such Information is subsequently and independently developed by employees, or agents of the Receiving
Party without reference to the Confidential Information disclosed under this Agreement, or (e) if disclosure is required to Section 2.3
of this Agreement.
2.3 Legal Exceptions. Notwithstanding any other provision of this Agreement, the Receiving Party may disclose any
Information which is necessary or appropriate to disclose in order to comply with applicable laws, rules and regulations or enable a
party to comply with this Agreement or which is required to be disclosed in a judicial or administrative proceeding after all
reasonable legal remedies for maintaining such Information in confidence have been exhausted, including, but not limited to, giving
the Disclosing party as much advance notice of the possibility of such disclosure as practicable so the Disclosing Party may attempt
to obtain a protective order concerning such disclosure.
3. Injunctive Relief.
3.1 Damages Inadequate. Each Party acknowledges that it would be impossible to measure in money the damages to the
other party if there is a failure to comply with any covenants or provisions of this Agreement, and agrees that in the event of any
breach of any covenant and provisions, the other party to this Agreement will not have adequate remedy at law.
3.2 Injunctive Relief. It is therefore agreed that the other party to this Agreement who is entitled to the benefit of the
covenants and provisions of this Agreement which have been breached, in addition to any other rights or remedies which it may
have, will be entitled to immediate injunctive relief to enforce such covenants and provisions, and that in the event that any such
action or proceeding is brought in equity to enforce them, the defaulting or breaching party will not urge as a defense that there is an
adequate remedy at law.
4. Waivers. If any party at any time waives any rights hereunder resulting from any breach by the other party of any of the
provisions of this Agreement, such waiver is not to be construed as a continuing waiver of other breaches of the same or other
provisions of this Agreement. Resort to any remedies referred to herein will not be construed as a waiver of any other rights and
remedies to which such party is entitled under this Agreement or otherwise.
5. Successors and Assigns. Each and every covenant and representation of this Agreement will inure to the benefit of and
be binging upon each of the parties, their personal representatives, assigns and other successors in interest. Except as expressly
provided herein, neither party will assign or delegate any of it respective rights or duties hereunder except as permitted or required
under the laws of descent of the State of Texas.
6. Attorneys’ Fees. In the event that either party must resort to legal action in order to enforce the provisions of this
Agreement or to defend such suit, the prevailing party will be entitled to receive reimbursement from the non-prevailing party for all
reasonable attorneys’ fees and all other costs incurred in commencing or defending such suit.
7. Entire and Sole Agreements. This Agreement constitutes the entire Agreement between the parties and supersedes all
agreements, representations, warranties, statements, promises and undertakings whether oral or written, with respect to the subject
matter hereof. This Agreement may be modified only by a written agreement signed by both parties.
8. Governing Law. This Agreement will be governed by and constructed in accordance with the laws of the State of Texas.
9. Severability. If any term, provision, promise or condition of this Agreement is held by a court of competent jurisdiction to
be void, invalid, inoperative or unenforceable, the other terms, provisions, promises and conditions hereof will remain in full force
and effect and will in no way be affected, impaired or invalidated.
10. Applicability. This agreement will apply to all Confidential Information disclosed by the Disclosing Party to the Receiving
Party at any time whether during discussions between parties prior to entering into the Proposed Relationship or after such
discussions and will have the same effect whether or not the parties enter into the Proposed Relationship.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above indicated.