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CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT
THIS AGREEMENT, effective as of the date executed below, between Vanguard Global Developments c/o Dearborn Financial, Inc., P.O Box 588, St. Charles, Illinois (USA) 60174 (the “Discloser”), and the party seeking to enter this restricted website by agreeing to “PROCEED” below (the “Recipient”), is entered into because the Recipient finds it necessary or desirable to receive certain of the Discloser’s business and other information considered confidential or proprietary, and in order to protect the confidentiality of such information, the parties agree as follows:
- Definition. “Confidential Information”, as used herein, shall mean any and all information contained at www.vanguardglobaldevelopments.com, plus any and all information pertaining to the Discloser’s line of products or technology that is or has been otherwise received by the Recipient, its employees, officers, directors, agents, representatives, consultants, or others controlled thereby whether directly or indirectly, from the Discloser including, but not limited to, oral disclosures, know-how, physical demonstrations and written materials, business plans, informational memoranda, reports, research, works-in-progress, financial information, projections, drawings, specifications, photographs, data, specimens and any other tangible form or media including CD, film, tape, video or related electronic means prepared or performed by or on behalf of the Discloser by its employees, officers, directors, agents, representatives, consultants, or others controlled thereby whether directly or indirectly.
- Protection of Information. The Recipient will receive all Confidential Information in confidence and will not disclose Confidential Information to others, without prior consent in writing from the Discloser. The Recipient agrees to protect and treat as confidential all information contained at www.vanguardglobaldevelopments.com, plus any information or data identified by the Discloser as Confidential Information. The Recipient shall use every reasonable and prudent precaution to ensure that any Confidential Information is not disclosed to third parties.
- Excluded Information. Confidential Information shall not include information, the equivalent of which is:
- in the possession of the Recipient at time of receipt from the Discloser and proof thereof is promptly offered by the Recipient; or
- received at any time by the Recipient from any third party who is not in breach of a confidential relationship with the Discloser by its disclosure to the Recipient; or
- in the public domain in unrestricted form at the time of disclosure by the Discloser to the Recipient or which becomes part of the public domain in unrestricted form thereafter without fault on the part of the Recipient; or
- developed by the Recipient independently or any disclosures made under this Agreement.
- Rights to Information. All Confidential Information received by the Recipient shall remain the sole and exclusive property of the Discloser. Upon termination of this Agreement or at the request of either party, the Recipient shall return immediately to the Discloser all tangible forms of Confidential Information, including any and all copies thereof.
- Term. This Agreement shall terminate no earlier than June 30, 2018 or upon a full public disclosure of the Confidential Information by the Discloser.
- Governing Law. The construction, validity and performance of this Agreement and the legal relations of the parties thereto shall be governed by the laws of the State of Illinois.
The agreement may be superseded by a Mutual NDA executed in writing by its respective Discloser and Recipient parties.
Please acknowledge your understanding of the above Agreement by clicking “PROCEED”.
You may then proceed to review material contained on this website.
Recipient: I have read and understand the terms of this Confidentiality and Non-Disclosure Agreement and wish to proceed to review material posted on this website.
