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Non-Disclosure Agreement

Applicable from: 31 October 2017

This Non-Disclosure Agreement (“Agreement”) is made effective as of the last date accepted by a party below (“Effective Date”) by and between LeadEnforce Company (“Disclosing Party”) and LeadEnforce system registered user (“Receiving Party”)(collectively, the “Parties”).

  1. Confidential information

“Confidential Information” is limited to information which is

  1. disclosed in writing by the Disclosing Party to the Receiving Party and marked “Confidential”, “Proprietary” or otherwise labelled to indicate that it is confidential,
  2. disclosed orally and identified as confidential at the time of disclosure, or is the type of information that is reasonably believed to be confidential.

Notwithstanding the foregoing, Confidential Information shall include proprietary technical and business information obtained by the Receiving Party from the Disclosing Party, including but not limited to:

  1. patent and patent applications;
  2. techniques, sketches, drawing, works of authorship, models, inventions, processes, equipment, algorithms, software programs, software source comments, and formulae related to current, future and/or proposed products and services, including information concerning research, development, design details and specifications; and
  3. information in tangible or intangible form relating to and/or including any of the following: released or unreleased products, the marketing or promotion of any of the products, business policies or practices, and information received from others that the Disclosing Party is obligated to treat as confidential, financial information, procurement and/or purchasing requirements, customers (former, current, or potential), investors, employees, business and contractual relationships, business forecasts, sales and merchandising data, and marketing plans.
  1. Restrictions/obligations

The Receiving Party shall:

  1. only disclose the Confidential Information to its officers, directors, employees or contractors, provided such personnel are bound by confidentiality restrictions no less protective than those set forth in this Agreement;
  2. not disclose any Confidential Information to any third party without a Disclosing Party’s prior written consent;
  3. use such Confidential Information only to the extent required for the purpose of evaluating a potential business relationship;
  4. not reproduce, summarize and/or distribute Confidential Information in any form except as required to accomplish such purpose and only as provided hereunder;
  5. not reverse engineer, decompile, or disassemble any software code and/or pre-release hardware devices disclosed by the Disclosing Party under the terms of this Agreement; except as expressly permitted by applicable law;
  6. not directly or indirectly export or transmit any Confidential Information to any country to which such export or transmission is restricted by regulation or statute;
  7. promptly provide the Disclosing Party with notice of any actual or threatened breach of the terms of this Agreement;
  8. take reasonable security precautions, at least as great as the precautions it takes to protect its own confidential information, but no less than reasonable care, to keep confidential the Confidential Information.

However, the Receiving Party may disclose Confidential Information in accordance with a judicial or other governmental order provided that such party shall give the Disclosing Party prompt written notice and the opportunity to seek confidential treatment of the information prior to such disclosure, or obtains written assurance from the applicable judicial or governmental entity that it will afford the Confidential Information the highest level of protection afforded under applicable law or regulation. Notwithstanding the foregoing, Receiving Party shall not disclose any computer source code that contains Confidential Information in accordance with a judicial or other governmental order unless it takes reasonable security precautions to keep the Confidential Information confidential. The Receiving Party may only disclose Confidential Information to their employees and consultants on a need-to-know basis.

The Receiving Party shall notify the Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by the Receiving Party and its employees and consultants, and will cooperate with the Disclosing Party in every reasonable way to help the Disclosing Party regain possession of the Confidential Information and prevent its further unauthorized use or disclosure.

  1. Exclusions

The foregoing restrictions on disclosure shall not apply to Confidential Information which:

  1. is now or hereafter becomes generally known through no act or failure to act on the Receiving Party’s part;
  2. the Receiving Party independently knows at the time of receiving such information, as evidenced by its written records;
  3. a third party hereafter furnishes to the Receiving Party without breaching any obligation of confidentiality and without restriction on disclosure;
  4. the Receiving Party has independently developed without using the Disclosing Party’s Confidential Information or breaching this Agreement; or
  5. Disclosing Party gives written permission to the Receiving Party to disclose.
  1. Ownership

All Confidential Information (including copies thereof) shall remain the property of the Disclosing Party. By disclosing Confidential Information to the Receiving Party, the Disclosing Party does not grant any express or implied right to the Receiving Party to any patents, copyrights, trademarks, or trade secret information except as otherwise provided herein. The Disclosing Party reserves without prejudice the ability to protect its rights under such patents, copyrights, trademarks, or trade secrets except as otherwise provided herein. All Confidential Information shall be returned in a secure manner (or, at the Disclosing Party’s option, the Receiving Party shall certify that the Confidential Information was destroyed in a secure manner such that it cannot be recovered by commercially reasonable means) upon written request or upon the Receiving Party’s need for it has expired, and in any event, upon termination of this Agreement.

No rights or licenses to trademarks, inventions, copyrights or patents are implied or granted under this Agreement.

  1. Terms

This Agreement shall continue for so long as the Parties continue to exchange Confidential Information. This Agreement may be terminated by either party at any time upon 60 (sixty) days written notice to the other party. All sections of this Agreement relating to the rights and obligations of the Parties concerning Confidential Information disclosed during the term of this Agreement shall survive any such termination.

  1. Equitable remedies

The Receiving Party acknowledges that monetary damages may not be a sufficient remedy for unauthorized use or disclosure of Confidential Information and that the Disclosing Party may, without waiving any other rights or remedies, seek injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction, without obligation to post any bond.

  1. General

This Agreement shall be governed by the laws of Georgia. The place of jurisdiction shall be Batumi, Georgia. This Agreement constitutes the entire Agreement and supersedes all prior or contemporaneous oral or written agreements regarding the subject matter hereof. The Agreement may be changed only by a writing signed by both Parties. If any provision of this Agreement is held unenforceable, that provision shall be severed and the remainder of this Agreement will continue in full force and effect. None of the provisions of this Agreement shall be deemed to have been waived by any act or acquiescence on the part of the Parties, their agents, or employees, but only by an instrument in writing signed by the Parties.

  1. Notices

Any notices required under the Agreement must be in writing and may be delivered by hand or by courier, or sent by mail (return receipt requested) to the address of the Parties shown on this Agreement or any alternative address of which a party notifies the other in writing. 

  1. Miscellaneous

In the event the Disclosing Party provides any computer software and/or hardware to the Receiving Party as Confidential Information under the terms of this Agreement, such computer software and/or hardware may only used by the Receiving Party for evaluation and providing feedback to the Disclosing Party. Unless otherwise agreed by the

Disclosing Party and the Receiving Party, all Confidential Information is provided “As Is” without warranty of any kind, and the Receiving Party agrees that the Disclosing Party shall not be liable for any damages whatsoever arising from or relating to the Receiving Party’s use or inability to use such software and/or hardware.

As far as the Receiving Party is disclosing any confidential information to the Disclosing Party (e.g. the Receiving Party discloses confidential customer information to the Disclosing Party), the Disclosing Party shall be bound to the

RESTRICTIONS/OBLIGATIONS according to Article No. 2 of this agreement and all other regulations shall apply analogously.

IN WITNESS WHEREOF, the Parties, by their duly authorized representatives, have executed this Agreement.

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