MUTUAL NON DISCLOSURE AND INDEMNIFICATION AGREEMENT

  • This agreement is between the following parties:

    PARTIES (Employer

    Penny Layne ( Aunt Penny’s Pet Sitting LLC)
    119 Aquillin Court
    Irwin, PA.15642

  • WHEREAS, the parties named above desire to set forth herein terms and conditions governing the disclosure, use and protection of confidential information;

    NOW, THEREFORE, in consideration of the mutual promises contained herein, and other good and valuable consideration, and intending to be legally bound hereby, the parties agree as follows:

    I.      CONFIDENTIAL INFORMATION AND MATERIAL

    A.     For purposes of this Agreement, "Confidential Information and Material" shall mean and refer to:

    Any and all information and material that a party hereto (the"Disclosing Party") has supplied (orally or otherwise) or may hereafter supply (orally or otherwise) to another party hereto (the "Receiving Party") relating to or affecting (i) the business of the Disclosing Party or (ii) any transaction or relationship, or potential transaction or relationship, between them; and

     Any and all information and material that has been supplied (orally or otherwise) or may hereafter be supplied (orally or otherwise) to a party hereto (the "Receiving Party") on behalf of another party hereto (the "Disclosing Party"), relating to or affecting (i) the business of the Disclosing Party or (ii) any transaction or relationship, or potential transaction or relationship, between the parties; and

    Any and all other information and material which a party hereto (the "Disclosing Party") designates, in writing, as being subject to this Agreement.  The failure of the Disclosing Party to designate confidential information as such shall not constitute a waiver of that party’s right to do so.

     B.     Confidential Information and Material relating to or affecting the business of the Disclosing Party is and shall remain the exclusive property of the Disclosing Party. Nothing in this Agreement or in the supplying of Confidential Information and Material by or on behalf of the Disclosing Party shall be construed to grant any express or implied right, title, interest, option or license whatsoever to the Receiving Party with respect to the Confidential Information and Material or with respect to, without limitation, any patent, patent application, trademark, trade name, copyright, trade secret, know‑how, computer program, software, design or other intellectual property, proprietary information or other property of the Disclosing Party.

    II.     RESTRICTIONS

    A.     The Receiving Party shall not, directly or indirectly, disclose, communicate, transfer or make accessible any Confidential Information and Material to any third party or duplicate any Confidential Information and Material in any manner whatsoever without prior written authorization of the Disclosing Party and the Receiving Party shall take any and all reasonable steps to prevent the direct or indirect disclosure; communication, transfer or accessibility of Confidential Information and Material to any third party and the duplication of Confidential Information and Material in any manner whatsoever; provided, however:

    The Receiving Party may disclose, communicate, transfer or make accessible Confidential Information and Material, on a need‑to‑know basis only, to those principals, officers, employees, consultants and attorneys of the Receiving Party (and its subsidiaries and affiliates) who agree to be bound by the terms and conditions of this Agreement; and

     The Receiving Party may disclose, communicate, transfer or make accessible Confidential Information and Material only to the extent specifically mandated by subpoena or other duly issued order of a government agency or court of competent jurisdiction or by applicable law or regulation, with prior written notice given by the Receiving Party to the Disclosing Party as far as reasonably possible in advance of any such mandatory disclosure, but in no instance, shall such notice be given less than fifteen (15) days before disclosure.

     B.     The Receiving Party shall use Confidential Information and Material only in connection with any transaction or relationship between parties hereto, or in connection with the good faith negotiation of a potential transaction or relationship between parties hereto, and for the specific purpose(s) for which it was provided by or on behalf of the Disclosing Party. The Receiving Party shall not use or permit the use of any Confidential Information and Material, or knowingly fail to prevent any Confidential Information and Material from being used, in any way to compete with the business or potential business of the Disclosing Party.

    III.   RIGHTS AND REMEDIES

    A.     The parties hereto shall exercise extreme good faith and best efforts in complying with the terms and conditions of this Agreement.

     B.    Upon the written request of the Disclosing Party, the Receiving Party shall promptly return to the Disclosing Party Confidential Information and Material, including all originals, copies (including, without limitation, electronic copies such as e‑mail and computer files) and derivative documents and material, whether machine or user readable or usable.

    C.    Upon the written request of the Disclosing Party, the Receiving Party shall promptly destroy Confidential Information and Material designated by the Disclosing Party and shall promptly provide the Disclosing Party with a written certification as to such destruction, in form and substance satisfactory to the Disclosing Party.

     D.    The Receiving Party shall notify the Disclosing Party immediately upon discovery by the Receiving Party of any disclosure, communication, transfer, duplication or use of Confidential Information and Material not in accordance with the terms and conditions of this Agreement. Such notice shall contain full and specific particulars on the Confidential Information and Material disclosed, communicated, transferred, duplicated or used and the circumstances, timing and persons involved. The Receiving Party shall cooperate fully and take every reasonable step to assist the Disclosing Party to regain possession of such Confidential Information and Material, to prevent any further such disclosure, communication, transfer, duplication and use, and to minimize any and all resulting damage to the Disclosing Party.

    E.     The parties hereto acknowledge that any breach of the terms and conditions of this Agreement, without regard to whether such breach results in financial loss or gain to any party hereto, would result in irreparable harm to the Disclosing Party. Therefore, in addition to any and all other remedies available to the Disclosing Party, each party hereto acknowledges and consents that the Disclosing Party shall be entitled to injunctive or other equitable relief by order of a court of competent jurisdiction, without the necessity of posting a bond or proving special damages or irreparable injury.

     IV.   MUTUAL INDEMNIFICATION

     Each party shall indemnify and hold the other party harmless from any and all losses, liabilities, damages, judgments, awards, expenses, and costs, including attorney’s fees arising out of any dispute, claim or cause of action in which the indemnified party becomes involved a result of wrongful or illegal acts or failure to act or negligence of the party from whom indemnification is sought.

    V.    ENTIRE AGREEMENT: INTERPRETATION

    This Agreement constitutes the entire agreement between the parties hereto pertaining to the subject matter hereof and shall not be interpreted to create any obligation on the part of parties hereto to negotiate or enter into any mutual transaction or relationship. The terms and conditions of this Agreement shall be and are incorporated into any and all current or future agreement entered into by and between parties hereto. This Agreement shall be interpreted and governed in accordance with the laws of the State of New Jersey. All headings are for convenience only and form no part of this Agreement. If any provision of this Agreement shall be determined to be unenforceable, the remainder of this Agreement shall not be affected and any such unenforceable provision shall be reformed so as to be enforceable to the fullest extent permitted by law. This Agreement shall be binding; upon the parties hereto, their agents, representatives, affiliates, subsidiaries, principals, officers, employees, successors and assigns. The terms, conditions, rights and remedies herein shall continue in full force and effect after the date hereof and shall survive expiration, termination and modification of any relationship, negotiations, transaction or other agreement between parties hereto.

     VI.   NOTICE

    All notices, designations of Confidential Information and Material, and other communications hereunder shall be in writing and deemed properly given or made when sent (a) by Federal Express or other comparable courier's overnight service with acknowledgement of delivery to the address of the party set forth above (or to such other address as may be designated by notice of change of address): or (b) by facsimile transmission to the fax number of the party set forth above (or to such other fax number as may be designated by notice of change of fax number) with written acknowledgement of transmission): or (c) by electronic mail with verification of delivery to the e‑mail address of the party set forth above (or to such other e‑mail address as may be designated by notice of change of e‑mail address), (d) with a copy to the party's attorney. Notice to a party‑'s attorney shall be deemed notice to that party.

     VII.   WAIVER: AMENDMENT

    No failure or delay by any party hereto in exercising any rights or remedies under this Agreement shall be deemed a waiver of any right or remedy. Waiver of any term, condition, right or remedy herein shall be by a written instrument executed by the waiving party. No waiver of any term, condition. right or remedy of this Agreement in a particular distance shall be deemed or construed as a (i) a blanket waiver of such term, condition, right or remedy or (ii) a waiver of such term, condition, right or remedy in any other instance or (iii) waiver of any other term, condition, right or remedy of this Agreement. This Agreement shall not be amended or assigned except by a written instrument executed by all the parties hereto.

    IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.