Alexis Bicât

Non-disclosure Agreement

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Non-disclosure Agreement effective as of today’s date by and between you the reader (“the Reader”) and Alexis Bicât (“the Disclosing Party”). Together known as Parties ("Parties")

In order to pursue the effective evaluation of the Disclosing Party’s intellectual properties (“the Properties”), both the Disclosing Party and the Reader recognize that there is a need to disclose certain information in respect of the Properties. All materials, delivered by the Disclosing Party to the Reader, whether furnished before or after the date of this Agreement and regardless of the manner in which they are furnished, is referred to herein as the Evaluation Material (“the Evaluation Material”). In consideration of the opportunity to consider the Evaluation Material, both parties agree as follows:

  1. The Evaluation Material will be used by the Reader solely for the purpose of evaluating the Property. Such Evaluation Material will be kept strictly confidential by the Reader. The Reader will be allowed access to the Property strictly for the purpose of such analysis and no other purpose without the consent of the Disclosing Party.
  2. The term “Evaluation Material” does not include information which:
    1. is or becomes generally available to the public other than as a result of the breach of this Agreement by the Reader or its Representatives;
    2. is or has been independently acquired or developed by the Reader without violating any of the Reader ‘s obligations under this Agreement;
    3. was within the Reader’s possession prior to it being furnished to the Reader by the Disclosing Party or;
    4. is received from a source other than the Disclosing Party or any of its Representatives; provided that the source of such information was not known by the Reader to be bound by a confidentiality obligation to the Disclosing Party or any other party with respect to such information.
  3. In the event that the Reader receives a request to disclose all or any part of the information contained in the Evaluation Material under the terms of a subpoena or order issued by a court of competent jurisdiction or under a civil investigative demand or similar process, the Reader agrees:
    1. to promptly notify the Disclosing Party of the existence, terms and circumstances surrounding such a request and;
    2. if the Reader is in the opinion of its counsel compelled to disclose a portion of the Evaluation Material, the Reader may disclose that portion of the Evaluation Material that its counsel advises and will exercise reasonable efforts to obtain assurance that confidential treatment will be accorded to that portion of the Evaluation Material.
  4. All Evaluation Material disclosed by the Disclosing Party shall be and shall remain the property of the Disclosing Party.
  5. Within five working days after being so requested by the Disclosing Party, the Reader shall destroy or return all Evaluation Material furnished to the Reader by the Disclosing Party. Except to the extent a party is advised by counsel such destruction is prohibited by law, the Reader will also destroy all written material, memoranda, notes, copies, excerpts and other writings or recordings whatsoever prepared by the Reader, containing or otherwise reflecting any Evaluation Material. Any destruction of materials shall be certified by the Reader in writing to the Disclosing Party upon its written request by an authorized officer supervising such destruction.
  6. The Reader acknowledges that neither the Disclosing Party nor any of its Representatives are making any representation or warranty as to the accuracy or completeness of any of the information furnished to the Reader. Either the Reader or the Disclosing Party may at any time terminate any discussions that may be taking place, and only those representations or warranties, if any, which are made in a final definitive evaluation, will have any legal effect.
  7. Both parties agree that money damages may not be a sufficient remedy for any breach of this Agreement by the Reader or its Representatives, and that in addition to all other remedies the Disclosing Party may be entitled to specific injunctive or other equitable relief as a remedy.
  8. The validity and interpretation of this Agreement shall be governed by, construed and enforced in accordance with, the laws of California or England & Wales depending on which jurisdiction is preferrable for the Disclosing Party.
  9. If it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) that any term or provision hereof is invalid or unenforceable:
    1. the remaining terms and provisions hereof shall be unimpaired and shall remain in full force and effect and;
    2. the invalid or unenforceable provision or term shall be replaced by a term or provision that is valid and enforceable and that comes closest to expressing the intention of such invalid or unenforceable term or provision.
  10. To the extent that any Evaluation Material may include materials subject to the lawyer-client privilege, work product doctrine or any other applicable privilege concerning pending or threatened legal proceedings or governmental investigations, each party hereto understands and agrees that the Parties have a commonality of interest with respect to such matters and it is the desire, intention and mutual understanding of both parties that the sharing of such material is not intended to, and shall not, waive or diminish in any way the confidentiality of such material or its continued protection under the lawyer-client privilege, work product doctrine or other applicable privilege.
  11. This Agreement embodies the entire agreement and understanding of the parties hereto and supersedes any and all prior agreements, arrangements and understandings relating to the matters provided for herein. No alteration, waiver, amendment, change or supplement hereto shall be binding or effective unless the same is set forth in writing signed and agreed by a duly authorized representative of both parties.
  12. For the convenience of the parties, any number of counterparts of this Agreement may be executed by the parties hereto. Each such counterpart shall be, and shall be deemed to be, an original instrument, but all such counterparts taken together shall constitute one and the same Agreement.
  13. The term of this Agreement is perpetual from the date hereof.