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Test Drive the uWit App

As a potential technical partner, we'd like to offer you the opportunity to see the app in its developmental stage. To do so, we require an electronic signature and agreement to our Confidentiality and Non-Disclosure Agreement. 

Confidentiality and Non-Disclosure Agreement

THIS CONFIDENTIALITY AND NONDISCLOSURE AGREEMENT (the “Agreement”) is made this day by and between 12:ONE LLC, dba Cloud of Wit, a New Jersey limited liability company (the “LLC”) and the Tech Firm indicated below in the online form (“Interested Party”), with regard to the following circumstances:

 

  1. Interested Party and LLC are contemplating a possible collaboration (referred to as the “Project”).  In order to do so, Interested Party has requested that the LLC provide to Interested Party, and Interested Party may otherwise acquire, certain financial, intellectual property, trade secrets, and other information (“Confidential Information”) described below.  The LLC desires that Interested Party keep such Confidential Information strictly confidential and that Interested Party not disclose such Confidential Information to any third party without first obtaining the LLC’s prior, written consent to such disclosure.  Interested Party agrees to fulfill the LLC’s desires pursuant to the terms hereof. ACCORDINGLY, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the LLC and Interested Party agree as follows:

  2. The term “Confidential Information” shall include, but shall not be limited to: (a) all financial, intellectual property, trade secrets (including by not limited to the Adobe XD "clickable prototype") and related information specifically requested by Interested Party and provided by the LLC to Interested Party in the course of Interested Party contemplating an organizational venture transaction, i.e., the Project, with the LLC, including (i) financial statements; (ii) intellectual property; (iii) trade secrets; and (iv) any information disclosed to Interested Party during the course of any conversations with the LLC related to the Project; and (b) any other information provided by the LLC to Interested Party or learned or acquired by Interested Party during the course of the contemplated transaction with the LLC, including but not limited to: (i) the names, addresses (e-mail and postal) and telephone numbers of any of the LLC’s employees, members, visitors, web site Internet participants, employees, volunteers, contributors or others with whom the LLC has a religious or business relationship; (ii) any personal information revealed in a background check application or report, such as the education, current or previous employment, or other information pertaining to or record concerning any LLC employee or volunteer; (iii) any information concerning contributions (either amounts or the fact that contributions have been pledged or made) to the LLC of time, money or other things of value; (iv) any other information of a financial, funding, or business nature, including any contract, agreement, or expenditure with or by the LLC; (v) any proprietary information learned or revealed while using the LLC’s computers, software, telephone systems, or other equipment or systems, such as computer codes, security protocols, databases, software and all other information related to the LLC’s computer system and programs, whether the same are provided to the LLC by outside sources or otherwise; (vi) any proprietary information pertaining to the LLC’s general business practices; and (vii) any other information which may reasonably be deemed to be confidential or proprietary by any party affected.

  3. The LLC shall furnish to Interested Party such Confidential Information as Interested Party may reasonably need and request in performing services for or with the LLC.  Interested Party agrees to use any confidential or proprietary information disclosed solely for the purpose of providing services for the Project.

  4. Interested Party agrees to keep all Confidential Information strictly confidential, and, except as authorized by the LLC in writing, to not disclose any Confidential Information to any LLC employee, any Interested Party employee, Interested Party representatives, Interested Party agents, or any other individual, corporation, company, partnership, or group in any manner whatsoever, in whole or in part, or use any Confidential Information directly or indirectly for any purpose other than those directed by the LLC.  Interested Party agrees to do all things necessary to prevent any of its employees, representatives, agents or related entities from disclosing any such information or photographs to third persons including, without limitation, requiring each employee, representative, and agent or related entities to sign a copy of this Agreement before being authorized by Interested Party to have access to such information.  Interested Party agrees that it shall be responsible for any breach of this Agreement by its employees or representatives.

  5. Except as otherwise provided, this Agreement shall remain effective indefinitely.  This Agreement shall not be applicable to any information which: (i) is or becomes generally available to the public other than as a result of an improper disclosure by Interested Party or another party who to Interested Party’s knowledge has executed a confidentiality agreement with the LLC; (ii) becomes available to Interested Party on a nonconfidential basis from a source, other than the LLC or its employees, representatives, volunteers, or others who have a business relationship with the LLC, which has represented to Interested Party that such source is entitled to disclose it; or (iii) is known to Interested Party on a nonconfidential basis prior to disclosure to Interested Party by the LLC or its employees, representatives, volunteers, or other parties with a business relationship with the LLC.  It is understood and agreed that Interested Party shall have the burden of proof that the foregoing exceptions apply.  Within thirty (30) days of being requested by LLC, Interested Party shall surrender to the LLC all originals and all copies of such information in Interested Party’s possession, and maintain the confidentiality of such, except to the extent such documents are required by law to be retained by Interested Party.

  6. In the event Interested Party or to Interested Party’s knowledge anyone to whom Interested Party transmits Confidential Information pursuant to this Agreement is requested or becomes legally compelled (by oral questions, interrogatories, request for information or documents, subpoena, civil investigative demand or similar process) to disclose any Confidential Information, Interested Party will provide the LLC with prompt written notice so that the LLC may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement.  In the event that such a protective order or other remedy is not obtained, or the LLC waives compliance with the provisions of this Agreement, Interested Party will furnish only that portion of the Confidential Information which it is advised by legal counsel is legally required and will exercise reasonable efforts to obtain reliable assurance that confidential treatment will be accorded the Confidential Information.

  7. Interested Party agrees that the LLC shall be entitled to equitable relief, including injunction and specific performance, in the event of any breach of the provisions of this Agreement.  Such remedies shall not be deemed to be the exclusive remedies for a breach of this Agreement by Interested Party but shall be in addition to all other remedies available at law or equity.  It is further understood and agreed that no failure or delay by the LLC in exercising any right, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise of any right, power, or privilege hereunder.

 

THIS AGREEMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW JERSEY APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED WITHIN SUCH STATE.

Agreement

 

Submission of this form indicates that I have read and agree to the terms and conditions of the NDA and that I have the authority to sign this agreement on behalf of my company. This NDA will be binding on the company listed and its representatives. 

Thank you for submitting. An email with the prototype link will be sent to the email address submitted.

RFI SUBMISSIONS ARE DUE TUESDAY, SEPTEMBER 8, 2021.