All parties entering into a business relationship with MRX Technologies, MRX.com or Neil Gerardo or any of their associated businesses, affiliates or subsidiaries in any Country, are required to execute the following Agreement.
Prior to entering into this agreement, note absolute compliance with this clause in Schedule II:
"also including the property, finances, intellectual capital, intellectual property rights, employees, agents, independent contractors, associates and affiliates of MRX Technologies, MRX.com, Neil Gerardo or any of our over 300 Corporations in more than 100 Countries and the existence, nature and details of MRX Technologies, MRX.com or Neil Gerardo's relationship with Receiver, including the existence and entirety (pages 1 through 7) of this Non -Disclosure & Confidentiality Agreement."
This agreement is entered into, effective and formalized on (Date) between MRX Technologies, MRX.com or Neil Gerardo and_____________, ("Receiver"). The parties acknowledge the following facts: A. MRX Technologies, MRX.com or Neil Gerardo and Receiver desire to engage in a business relationship as described on Schedule I, (Page 4) attached hereto (the "Project"); and B. In order to evaluate and, if appropriate, to proceed with the Project, MRX Technologies, MRX.com or Neil Gerardo must disclose to Receiver certain Propriety Information as described in Schedules I and II, attached hereto. In consideration of the above premises and the covenants hereinafter set forth, the parties agree as follows:
1. (a) As used herein, the term "Proprietary Information" means information related to the business of MRX Technologies, MRX.com or Neil Gerardo and the "Project" which (1) may derive economic value, actual or potential, from not being generally known to or readily ascertainable by other persons who can obtain economic value from its disclosure or use; and (2) is the subject of efforts by MRX Technologies, MRX.com or Neil Gerardo that are reasonable under the circumstances to maintain its secrecy and Classification including; (i) marking any information reduced to tangible form clearly and conspicuously with a legend identifying its Confidential, Classification and Proprietary nature: (ii) identifying any oral presentation or communication as confidential immediately before, during or after such oral presentation or communication; or (iii) otherwise treating such information as Confidential. Assuming the criteria in clauses (1) and (2) above are met, Proprietary Information is described in Schedule II.
(b) Proprietary Information does not include any information which (1) is already known to Receiver at the time it is disclosed to Receiver; (2) is disclosed by Receiver pursuant to a requirement of a governmental agency or of law without similar restrictions or other protections against public disclosure or is required to be disclosed by operation of law; provided, however, that Receiver shall first have given written notice of required disclosure to MRX Technologies, MRX.com or Neil Gerardo , made a reasonable effort to obtain a protective order requiring that the Proprietary Information so disclosed be used only for the purposes for which disclosure is required and taken reasonable steps to allow MRX Technologies, MRX.com or Neil Gerardo to seek to protect the Confidentiality of the information required to be disclosed; or (3) before being divulged by Receiver, (i) has become generally known to the public through no wrongful act of Receiver, (ii) has been rightfully received by Receiver from a third party without restriction on disclosure and without breach of an obligation of Confidentiality running directly or indirectly to MRX Technologies, MRX.com or Neil Gerardo ; (iii) has been approved for release to the general public by a written authorization of MRX Technologies, MRX.com and Neil Gerardo ; (iv) has been independently developed by Receiver without use, directly or indirectly, of the Proprietary Information; or (v) has been furnished to a third party by MRX Technologies, MRX.com or Neil Gerardo without restrictions on the third party's rights to disclose the information.
2. Receiver (a) must receive and hold the Proprietary Information in trust and in the strictest confidence: (b) must protect the Proprietary Information from disclosure and in no event take any action causing or fail to take action necessary in order to prevent the Proprietary Information disclosed to Receiver by MRX Technologies, MRX.com or Neil Gerardo or developed by Receiver for MRX Technologies, MRX.com or Neil Gerardo, to lose its character as Proprietary Information: and (c) must not use, reproduce, distribute, disclose or otherwise disseminate the Proprietary Information except to perform the Project. All reproductions of Proprietary Information must contain a Confidentiality and/or Classification legend.
3. Disclosures of the Proprietary Information may be made only to employees, agents or independent contractors of Receiver (a) who are directly involved in performing the Project and have a specific need to know such information; and (b) whom Receiver has obligated under a Confidentiality Agreement in the form of Schedule III, attached hereto to hold the Proprietary Information in trust and in strictest confidence; subject to the terms of this Agreement. Receiver agrees to diligently monitor and enforce each such Confidentiality Agreement and upon request by MRX Technologies, MRX.com or Neil Gerardo promptly furnish MRX Technologies, MRX.com or Neil Gerardo an executed and certified copy of each such Agreement and a certified list of Receivers employees, agents and independent contractors having had access to the Proprietary Information.
4. Within ten (10) days following the receipt of a written request from MRX Technologies, MRX.com and Neil Gerardo, Receiver must deliver to MRX Technologies, MRX.com or Neil Gerardo all tangible materials containing or embodying the Proprietary Information together with a certificate executed by the President or Vice President of Receiver certifying that all such material in Receivers possession have been delivered to MRX Technologies, MRX.com or Neil Gerardo.
5. If Receiver should breach or threaten to breach any provisions of this Agreement, MRX Technologies, MRX.com or Neil Gerardo in addition to any other remedies it may have at law or in equity, will be entitled to a restraining order, injunction or other similar remedy in order to specifically enforce the provisions of this Agreement. Receiver specifically acknowledges that money damages alone would be an inadequate remedy for the injuries and damages, which would be suffered and incurred by MRX Technologies, MRX.com or Neil Gerardo or any Agency or Department of the Government of the United States, as a result of a breach of any provisions of this Agreement. In the event that MRX Technologies, MRX.com or Neil Gerardo should seek an injunction hereunder, Receiver hereby waives any requirement that MRX Technologies, MRX.com or Neil Gerardo submit proof of the economic value of any Proprietary Information or that MRX Technologies, MRX.com or Neil Gerardo post a bond or any other security.
6. Receiver represents and warrants that any information disclosed by Receiver to MRX Technologies, MRX.com or Neil Gerardo is not Confidential to Receiver or to any third party. Accordingly, no obligation of any kind is assumed by or to be implied against MRX Technologies, MRX.com or Neil Gerardo by virtue of any information received (in whatever form or whenever received) from Receiver relating to the subject matter hereof, and MRX Technologies, MRX.com or Neil Gerardo is free to reproduce, use and disclose to others such information without limitation. Receiver understands and acknowledges that MRX Technologies, MRX.com or Neil Gerardo may now market or have under development products which are competitive with products or services now offered or which may be offered by Receiver, and the parties communications here under will not serve to impair the right of MRX Technologies, MRX.com or Neil Gerardo to develop, make, use, procure or market products and services now or in the future which may be competitive with those offered by Receiver, nor require MRX Technologies, MRX.com or Neil Gerardo to disclose any planning or other information to Receiver.
7. This Agreement and the rights and obligations of the parties under the Agreement, may be assigned only upon the prior written approval of the parties. The rights and obligations of the parties will inure to the benefit of and will be binding upon and will be enforceable by the parties and their lawful successors and representatives.
8. The duration of this Agreement is for 100 (one hundred) years from the effective date. Neither expiration nor termination in any form shall release Receiver from any and all obligations set forth in this Agreement, including, Confidentiality, disclosure, transfer and/or communications; which remains the valuable property of MRX Technologies, MRX.com or Neil Gerardo.
9. The Receiver shall not transfer or export, directly or indirectly; any United States Source Data acquired from MRX Technologies, MRX.com or Neil Gerardo to any country for which the United States Government or any Agency thereof requires, at the time of export, an export license or approval, without first obtaining such license or approval. At no time will Receiver transfer any information in any form which would be in violation of United States Law as set forth by Presidential Orders, The State Department, The Commerce Department, The Department of Defense, ODNI, The Department of Homeland Security, The U.S Secret Service, The Treasury Department, The National Security Agency, The National Reconnaissance Office, The Department of Justice, The National Program Office, The Department of Energy, Missile Defense Agency, DIA, FBI, CIA, NCTC, National Geospatial-Intelligence Agency, Defense Threat Reduction Agency, Defense Security Cooperation Agency, Defense Information Security Agency, U.S. Information Security Oversight Office, USAMRIID, DARPA, In-Q-tel, QinetiQ, Army, Air Force, Air Force Center for Engineering and the Environment, Navy, Space and Naval Warfare Systems Command, Naval Surface Warfare Center, Naval Undersea Warfare Center, Naval Sea Systems Command, Office of Naval Research, National Joint Terrorism Task Force, National Counterterrorism Center, Marine, Coast Guard & Naval Intelligence, Air Force Technical Applications Center, Air Force Research Lab, The National Intelligence Director, intergovernmental agencies, defense contractors, civilian contractors, Air Force Space Command, Special Operations Command or any AGENCY OR DEPARTMENT of the Government of the United States. ANY attempt or approach from a third party to compromise any aspect of this Agreement obligates Receiver to immediately inform MRX Technologies, MRX.com or Neil Gerardo of the attempt, method and parties involved; and assist, to the best of Receivers abilities, MRX Technologies, MRX.com or Neil Gerardo and any AGENCY OR DEPARTMENT of the United States Government in providing accurate, complete & timely information.
10. No modifications of this Agreement or waiver of any of its terms will be effective unless set forth in a writing, signed by the party against whom it is sought to be enforced. This Agreement will be governed by and construed in accordance with the laws of the State of Nevada and the Government of the United States.
Receiver
Name Title Corporation Address Phone Fax E-mail Signature Date Confirmations Security Clearance Identifications United States Citizen Social Security # Drivers License # State of Issue Place of Birth Date of Birth Biometric Scans
SCHEDULE I PROJECT DESCRIPTION Specific to Project #________
The "Project" entails discussions and any subsequent Agreements between the parties concerning Project # , the sole and valuable property of MRX Technologies, MRX.com or Neil Gerardo, including all aspects of the Project, as defined in Schedule II, which will be more fully detailed to Receiver following the execution of this Agreement by the parties. This Agreement does not imply, express or establish any license, grant, joint venture, royalty, partnership, merger, acquisition or any other financial relationship or arrangement with the Receiver, which is beyond the scope of this instrument.
SCHEDULE II DESCRIPTION OF PROPRIETARY INFORMATION Specific to Project #______
Proprietary Information includes all aspects of the Project, including: the existence, specifications, features, benefits, related documentation, tangible and intangible forms of released and unreleased, in whole or in part, all forms of media, written and oral, including, electronic, analog, digital, encrypted, audio, video, P2P, downloadable or non-downloadable, hard disk, floppy, Flash Drive, Zip Drive, via USB connection, solid state drive and/or device, thumb drive and/or device, remote disk drive, DVD, CD, in any wave band, secured or unsecured, communications, spoken, printed, non-printed, handwritten, on paper or any other surface, any computer or storage device, transmitted in any form, the transference and communication in any form or degree of; information, technologies, research, markets, products, processes, prototype, know- how, samples, applications, projects, programs, trade secrets, technical data, non-technical data, patterns, designs, compilations, formula, inventions, drawings, algorithms, schematics, equations, knowledge, technique, materials, strategies, the development of existing and future products, processes and/or services, and intellectual property; including the creation, ideation, manufacturing, processing, commercialization, use, applications and control of each; including any and all contact in any form to date, also including the property, finances, intellectual capital, intellectual property rights, employees, agents, independent contractors, associates and affiliates of MRX Technologies, MRX.com or Neil Gerardo or any of our over 300 Corporations in more than 100 Countries and the existence, nature and details of MRX Technologies, MRX.com or Neil Gerardo's relationship with Receiver, including the existence and entirety (pages 1 through 7) of this Confidentiality Agreement.
SCHEDULE III EMPLOYEE, AGENT OR INDEPENDENT CONTRACTOR Specific to Project #________.
THIS AGREEMENT entered into and formalized on (Date), between each of the individuals executing the Agreement under the heading "Employee, Agent or Independent Contractor" at the end of the Agreement (page 7 of 7), severally and not jointly (each such individual being referred to herein as ("Receiver"), and is effective as of (Date). The parties acknowledge the following facts: Receiver and MRX Technologies, MRX.com or Neil Gerardo desire to engage in a business relationship (the "Project") and In order to protect any Proprietary Information disclosed to Receiver by MRX Technologies, MRX.com or Neil Gerardo, or developed by Receiver for MRX Technologies, MRX.com or Neil Gerardo in connection with the Project, MRX Technologies, MRX.com or Neil Gerardo and Receiver have entered into a Confidentiality Agreement dated as of ________ (the "Agreement"), a copy of which is attached hereto and made a part hereof as Exhibit A and by this reference incorporated herein. All capitalized terms used herein without definition shall have the meaning set forth in the Agreement. In consideration of the above premises and the covenants hereafter set forth, the parties agree as follows: 1. Employee, Agent or Independent Contractor (a) must receive and hold the Proprietary Information in trust and in the strictest confidence: (b) must protect the Proprietary Information from disclosure and in no event take any actions causing, or fail to take actions necessary in order to prevent, any Proprietary Information to lose its character as Proprietary Information and (c) must not use, reproduce, distribute, disclose or otherwise disseminate the Proprietary Information except in connection with the Project. Any and all reproductions of the Proprietary Information must prominently contain a Confidentiality and/or Classification Legend. 2. This Agreement, although between Employee, Agent, Independent Contractor and Receiver, will be fully enforceable in every respect, at law or in equity, by MRX Technologies, MRX.com or Neil Gerardo as a third party beneficiary hereunder. 3. If Employee, Agent or Independent Contractor should breach or threaten to breach any of the provisions of this Agreement, Receiver and MRX Technologies, MRX.com or Neil Gerardo, in addition to any other remedies it may have at law or equity, will be entitled to a restraining order, injunction or other similar remedy in order to specifically enforce the provisions of this Agreement. Employee, Agent or Independent Contractor specifically acknowledges that money damages alone would be an inadequate remedy for the injuries and damages, which would be suffered and incurred by Receiver and MRX Technologies, MRX.com or Neil Gerardo as a result of a breach of any provisions of the Agreement. In the event that Receiver or MRX Technologies, MRX.com or Neil Gerardo should seek an injunction hereunder. Employee, Agent or Independent Contractor hereby waives any requirement that Receiver or MRX Technologies, MRX.com or Neil Gerardo submit proof of the economic value of any Proprietary Information or that Receiver or MRX Technologies, MRX.com or Neil Gerardo post a bond or any other security. No modifications of this Agreement or waiver of any of its terms will be effective unless set forth in a writing signed by the party against whom it is sought to be enforced. This Agreement will be governed by and construed in accordance with the laws of the State of Nevada and the Government of the United States.
As a party to this Non-Disclosure/Confidentiality Agreement between MRX Technologies, MRX.com or Neil Gerardo and ________ ("Receiver") dated ________, as described therein.
Name Title Corporation Address Phone Fax E-mail Signature Date Confirmations
Security Clearance Identifications United States Citizen Social Security # Drivers License # State of Issue Place of Birth Date of Birth Biometric Scans
