Day 2 Probably  -- Finding the Money

                                                            MUTUAL CONFIDENTIALITY AGREEMENT

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This Mutual Confidentiality Agreement ("Agreement") dated ("Effective Date") is entered into by and between Rod Rohde; 6613 E. Belleview St; Scottsdale, AZ, 85257 ("Rod Rohde"), and

____<Viewing Party Signed Below/Registered owner of IP address>_______ ("Client"), each of which may be referred to herein separately as a "Party" or together as the "Parties".

 

WHEREAS, in connection with Client's review and evaluation of Rod Rohde’s click-enabled, mortgage qualification database to the Client (the "Purpose"), the Parties desire to share certain information that is non-public, confidential or proprietary in nature.

NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set out herein, the Parties agree as follows:

1. Confidential Information. Except as set out in Section 2 below, "Confidential Information" means all non-public, confidential, or proprietary information disclosed before, on or after the Effective Date, by either Party (a "Disclosing Party") to the other Party (a "Recipient") or its affiliates, or to any of such Recipient's or its affiliates' employees, officers, directors, partners, shareholders, agents, attorneys, accountants, or advisors (collectively, "Representatives"), including, without limitation:

1. all information concerning the Disclosing Party's and its affiliates', and their customers', and other third parties' past, present, and future business affairs including, without limitation, qualification processes, program sorting and categorization, management, and tree-hierarchy click enabled access;

2. the Disclosing Party's, ideas, methods and discoveries, trade secrets, know-how, and other confidential intellectual property;

3. all designs, specifications, documentation, components, source code, object code, images, icons, audiovisual components and objects, schematics, drawings, protocols, processes, and other visual depictions, in whole or in part, of any of the foregoing;

4. any third-party confidential information included with, or incorporated in, any information provided by the Disclosing Party to the Recipient or its Representatives; and

5. all notes, analyses, compilations, reports, forecasts, studies, samples, data, statistics, summaries, interpretations, and other materials (the "Notes") prepared by or for the Recipient or its Representatives that contain, are based on, or otherwise reflect or are derived from, in whole or in part, any of the foregoing

 

 

Confidentiality Agreement                                                                                                

2. Exclusions from Confidential Information. Except as required by applicable federal, state, or local law or regulation, the term "Confidential Information" as used in this Agreement shall not include information that:< >at the time of disclosure is, or thereafter becomes, generally available to and known by the public other than as a result of, directly or indirectly, any violation of this Agreement by the Recipient or any of its Representatives;at the time of disclosure is, or thereafter becomes, available to the Recipient on a non-confidential basis from a third-party source;was known by or in the possession of the Recipient or its Representatives, as established by documentary evidence, before being disclosed by or on behalf of the Disclosing Party under this Agreement; orwas or is independently developed by the Recipient, as established by documentary evidence, without reference to or use of, in whole or in part, any of the Disclosing Party's Confidential Information.(a) protect and safeguard the confidentiality of all such Confidential Information with at least the same degree of care as the Recipient would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care;
 

(b) not use the Disclosing Party's Confidential Information, or permit it to be accessed or used, for any purpose other than the Purpose or any related transactions between the Parties, or otherwise in any manner to the Disclosing Party's detriment;
 

(c) not disclose any such Confidential Information to any person or entity, except to the Recipient's Representatives who:

< >need to know the Confidential Information to assist the Recipient, or act on its behalf, in relation to the Purpose or to exercise its rights under the Agreement;are informed by the Recipient of the confidential nature of the Confidential Information; andagree to be bound by the confidentiality duties or obligations to of this Agreement; and(d) be responsible for any breach of this Agreement caused by any of its Representatives.

 

 

Confidentiality Agreement                                                                                                   

4. Additional Confidentiality Obligations. Except as required by applicable federal, state, or local law or regulation or otherwise as mutually agreed in writing by the Parties, neither Party shall itself disclose, nor permit any of its Representatives to disclose to any person:< >that the Confidential Information has been made available to it or its Representatives, or that it has inspected any portion of the Confidential Information;that discussions or negotiations may be, or are, underway between the Parties regarding the Confidential Information or the Purpose, including the status thereof; orany terms, conditions, or other arrangements that are being discussed or negotiated in relation to the Confidential Information or the Purpose.9. No Transfer of Rights, Title, or Interest. Each Party hereby retains its entire right, title, and
interest, including all intellectual property rights, in and to all of its Confidential Information.

 

Any Confidentiality Agreement                                                                                             

disclosure of such Confidential Information hereunder shall not be construed as an assignment, grant, option, license, or other transfer of any such right, title, or interest whatsoever to the Recipient or any of its Representatives.< >No Other Obligation. The Parties agree that neither Party shall be under any legal obligation of any kind whatsoever, or otherwise be obligated to enter into any business or contractual relationship, investment, or transaction, by virtue of this Agreement, except for the matters specifically agreed to herein. Either Party may at any time, at its sole discretion with or without cause, terminate discussions and negotiations with the other Party, in connection with the Purpose or otherwise.Remedies. Each Party acknowledges and agrees that money damages might not be a sufficient remedy for any breach or threatened breach of this Agreement by such Party or its Representatives. Therefore, in addition to all other remedies available at law which neither Party waives by the exercise of any rights hereunder, the non-breaching Party shall be entitled to seek specific performance and injunctive and other equitable relief as a remedy for any such breach or threatened breach.Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and shall be deemed to have been given: (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by email with confirmation of transmission if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient; or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the addresses set out on the first page of this Agreement or to such other address that may be designated by a Party from time to time in accordance with this Section.Entire Agreement. This Agreement constitutes the sole and entire agreement of the Parties regarding the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter. This Agreement may only be amended, modified, or supplemented by an agreement in writing signed by each Party hereto.Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, email, or other means of electronic

 

Confidentiality Agreement transmission, shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.< >Assignment. Neither Party may assign any of its rights or delegate any of its obligations hereunder without the prior written consent of the other Party. Any purported assignment or delegation in violation of this Section shall be null and void. No assignment or delegation shall relieve the assigning or delegating Party of any of its obligations hereunder. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer on any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.Waivers. No waiver by any Party of any of the provisions hereof shall be effective unless explicitly set out in writing and signed by the Party so waiving. No waiver by any Party shall operate or be construed as a waiver in respect of any failure, breach, or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

 

Confidentiality Agreement                                                                                          

 

 

 

By:

 

By:

 

 

_____________________________

                

 

 

Rod Rohde

6613 E. Belleview St Scottsdale, AZ, 85257

 

IN WITNESS WHEREOF, each Party has caused this Agreement to be duly executed