Note: You must download the PDF Version of the NDA, sign, and return to Boom Ideanet via email: email@example.com before your account will be activated. The text provided here is for review purposes only.
WHEREAS, Boom and Freelancer may provide to each other certain confidential and proprietary information in connection with the mutual business purpose described as follows: To develop marketing and advertising ideas and executions in support of Boom clients, their brands, products, and retail or service locations (“Business Purpose“) and each desires that any such information provided shall be kept confidential by the other party. This non-disclosure agreement shall govern the disclosure and use of any information shared between the parties during any business relationship that arises as a result of the evaluation process unless and until this non-disclosure agreement is replaced by agreement that is executed by both parties and contains non-disclosure terms that supersede these terms; and
WHEREAS, CrowdPharm is a partnership between Boom and C&W that is in the business of developing marketing and advertising ideas and executions for businesses in the pharmaceutical and healthcare industries; and
WHEREAS, CrowdPharm and Freelancer may provide to each other certain confidential and proprietary information in connection with the mutual business purpose described as follows: To develop marketing and advertising ideas and executions in support of CrowdPharm clients, their brands, products, and retail or service locations (“Business Purpose“) and each desires that any such information provided shall be kept confidential by the other party. This non-disclosure agreement shall govern the disclosure and use of any information shared between the parties during any business relationship that arises as a result of the evaluation process unless and until this non-disclosure agreement is replaced by agreement that is executed by both parties and contains non-disclosure terms that supersede these terms; and
WHEREAS, in consideration of the disclosure of such information, each party is willing to keep the other party’s information confidential in accordance with the terms and conditions set forth in this Agreement;
NOW, THEREFORE, BOOM, C&W, CrowdPharm AND FREELANCER hereby agree as follows:
1. Confidentiality. Each party (and their respective employees) may use information received from any other party hereunder for their use only in connection with the Business Purpose. Each party agrees that such party shall exercise the same standard of care it uses to protect its own confidential and proprietary information (but no less than reasonable care), but in any event to forever protect the confidentiality of both (1) written information received from any other party, and (2) oral or visual information received from any other party (collectively, “Information“). The foregoing shall not prevent any party from disclosing Information which is (1) already known by the recipient party without an obligation of confidentiality, (2) publicly known or becomes publicly known through no unauthorized act of the recipient party, (3) rightfully received from a third party without obligation of confidentiality, (4) independently developed by the recipient party without use of the other party’s Information, (5) approved in writing by the other parties for disclosure, or (6) required to be disclosed pursuant to a requirement of a governmental agency or law so long as the disclosing party provides the other parties with prompt written notice of such requirement prior to any such disclosure.
2. Return of Information. Upon completion of the Business Purpose and upon the written request of the party owning the Information, the other party shall return all copies of the Information to the owning party or at the sole discretion of the owning party certify in writing that all copies of the Information have been destroyed. A party may return Information, or any part thereof, to the owning party at any time.
3. No Warranty. None of the parties make any warranty, express or implied, with respect to its own Information. None of the parties shall be liable to any of the other parties hereunder for amounts representing loss of profits, loss of business or indirect, consequential, or punitive damages of any injured party in connection with the authorized provision or use of its Information by any of the other parties.
4. No Further Rights. Nothing contained in this Agreement shall be construed as granting or conferring any rights by license or otherwise in the Information except as provided herein.
5. Business Purpose. The parties expressly agree that the provision of Information hereunder and discussions held in connection with the Business Purpose shall not prevent any party from pursuing similar discussions with third parties or obligate any party to continue discussions with the other parties or to take, continue or forego any action relating to the Business Purpose. Any estimates or forecasts provided by any party to the other parties shall not constitute commitments.
6. Media Releases. None of the parties shall make any news release, public announcement, advertisement or other form of publicity concerning the parties’ relationship, or the services Freelancer is providing, has provided or will provide to Boom or CrowdPharm without the prior written approval of the respective party, and which each party shall respond to within 5 (five) business days from notice by the other party. No license to Boom’s or CrowdPharm’s trademarks or service marks is granted hereby, and no such use is permitted unless in writing by Boom or CrowdPharm.
7. Hiring of Employees. From the effective date of this Agreement until twelve (12) months after the conclusion of the Business Purpose, Boom, CrowdPharm and Freelancer agree that none of them nor any of their affiliates shall, except with the prior written consent of the others, offer employment to or employ any employee of one of the other parties. However, this Section 7 shall not apply in the event an employee responds to a public advertisement or other widely disseminated employment notice and such employee is hired as a result of such response.
8. Notices. Any notice or other communication hereunder shall be sufficient if in writing and delivered personally or sent by registered or certified mail, return receipt requested, postage prepaid, addressed to:
|Addresses for Freelancer Notices:||Addresses for Boom/CrowdPharm Notices:|
|Addresses for Boom Notices:
Mailing: Boom Ideanet, LLC
1000 West 46th Street
Kansas City, MO 64112
Addresses for CrowdPharm Notices:
c/o Boom Ideanet, LLC
1000 West 46th Street
Kansas City, MO 64112
9. Miscellaneous. Any notices required by this Agreement shall be given in hand, sent by first class mail, overnight courier or via facsimile to the applicable address set forth below. The parties agree that this Agreement and any attachments hereto (1) are the complete and exclusive statement between the parties with respect to the protection of the confidentiality of the Information, (2) supersede all related discussions and other communications between the parties, (3) may only be modified in writing by authorized representatives of the parties, and (4) shall be governed by the laws of the State of Missouri.
IN WITNESS WHEREOF, Boom, CrowdPharm and Freelancer have each caused this Agreement to be signed and delivered by its duly authorized officer, all as of the date first set forth above.
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