Dealer Corner

NON DISCLOSURE AGREEMENT

NONu001fDISCLOSURE AGREEMENT

AGREEMENT
  • NONDISCLOSURE AGREEMENT
  • and C-Bond Systems (hereinafter “Company” or “C-Bond”), having its principal oces at  South Loop East, Houston, Texas .

    Pursuant to this Agreement and as related below, Company will be providing and sharing “Information” (as dened below) concerning C-Bond’s business, products, research and development eorts and intellectual property. Receiving Party agrees to receive the information on the following terms and conditions:
  • (“Eective Date”) and ending ve () years after the date of execution of this Agreement. However, under no ircumstances will the information, data or knowledge learned or shared per this Agreement be divulged outside the context of this Agreement or to any third party person or entity during or after such ending date.
  • 2. The term “Information” means all information relating to research, development and intellectual property comprising C-Bond’s current business interests, including but not limited to, all of its products, trade secrets, proprietary and condential information relating to the patents or provisional patents of C-Bond, the “know-how” concerning the production and application of the C-Bond technology solutions and systems, C-Bond’s new improved materials, treatment compositions and material laminates, C-Bond’s knowledge and information obtained through agreements with the other entities and the individuals working pursuant to those agreements, all business and nancial books/records of the Company and all other Company information not otherwise generally made available to the public, which is exchanged, shared or discovered by receiving party during the term of this Agreement by any means, including written, electronic and verbal, or by disclosure of product, material or demonstration.
  • 3. Information will be exchanged between the Parties to assess and promote the commercial potential of C-Bond’s current and proposed products, technology and intellectual property and to explore potential, future business agreements between the parties. Receiving Party agrees not to disclose C-Bond’s Information to any third party (person or entity) without the prior written consent of C-Bond.
  • This Agreement governs disclosures of Information in written and electronic form, as well as oral disclosures and the summary of same in written or electronic form. The Receiving Party shall protect C-Bond’s Information with the same degree of care as it applies to protect its own proprietary information, but in no event less than a commercially reasonable standard of care. Receiving Party shall take all such precautions as may be reasonably necessary to prevent the disclosure to any third party of any such information; not use any of such information except as agreed to with C-Bond Systems, LLC in writing; and require your employees and agents to be bound in the same manner; provided the foregoing shall have no application to any of such information that is known to you in physical documentable form prior to the disclosure thereof, or to any such information as shall, other than by an act or omission on your part, be or become legally generally available to you or to the general public by act of any other party who is not similarly obligated. Nothing contained in this Agreement will be construed as an obligation to enter into any further agreement concerning the Information, or as a grant of license to Receiving Party to use the Information other than per this Agreement.
  • 4. No license or other right under any U.S. or foreign patent, copyright, trademark or other intellectual property right is granted by this Agreement.

    5. This Agreement also does not grant or convey any right in the information, including but not limited to any intellectual property right therein, or to any invention, to disclose the same to third parties, to practice the inventions of any patent applications or patents on the inventions or relating to the Information, to copy or reproduce in whole or in part any of the product, material or demonstrations presented to you, to use any of the Information or ideas conveyed about the Information.

    6. The Parties acknowledge and agree that the restrictions and agreements set forth in this document are necessary for the protection of Company’s Information and are reasonable in scope and content. The Parties recognize that if the provisions set forth in this document are breached or threatened to be breached by Receiving Party, the extent of actual damages sustained by Company will be dicult to ascertain, although great and irreparable, and that compensation at law will be inadequate, and that monetary damages alone may not be an appropriate measure of the harm to Company from such continuing breach, especially due to the condential nature of the Information. Therefore, the Parties expressly agree that Company shall have the right to injunctive relief for breach or threatened breach of such provisions, in addition to any other legal or equitable remedies that may be available. Receiving Party shall defend, indemnify and hold Company harmless with respect to all of Company’s costs and expenses, including attorneys’ fees, in enforcing such provisions. If any portion of any covenant or its application is construed to be invalid, illegal or unenforceable then the other portions or their application shall not be aected thereby and shall be enforceable without regard thereto. If any covenant is determined to be unenforceable because of its scope, duration, geographic area or similar factor, then the court making such determination shall have the power to reduce or limit the scope, duration, geographic area or other factor and such covenant shall then be enforceable in its reduced or limited form.
  • 7. The Parties agree that, should the Information be impermissibly used, disseminated, released or disclosed by the Receiving Party, or should the Receiving Party otherwise violate the terms of this Agreement, all monies, prots, stock shares, member units and investments or other assets related to Receiving Party’s impermissible use, dissemination, release, disclosure or violation shall be forfeited to Company by the Receiving Party and assigned to Company by Receiving Party.
  • 8. This Agreement will be governed by the laws of the State of Texas without regard to choice of law principles. The Parties consent to the jurisdiction of the federal and state courts in Harris County, Texas, over any proceeding initiated with respect to the enforcement or interpretation of this Agreement and/or alleged breaches of same.

    9. Upon expiration of this Agreement or subsequent agreements by amendment, Receiving Party will promptly return Information, including copies, within thirty () days of such expiration. Such Information includes, but is not limited to, written documentation, products, materials, drawings, photographs, models, DNA sequence, programs and specimens, less those specimens necessarily consumed in evaluation and any written or electronically produced information referencing same. Each Party is permitted to keep a copy of this Agreement. Upon expiration of this Agreement, the provisions preventing disclosure of the Company’s information to third persons or entities survive and continue in full force and eect.
  • 10. The failure of a Party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver thereof or deprive that Party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement.

    11. If any term or provision of this Agreement is declared illegal or enforceable by any court of competent jurisdiction and cannot be modied to be enforceable, such term or provision shall immediately become null and void, leaving the remainder of this Agreement in full force and eect.
  • 12. Whenever the context so requires, the use of the singular shall be deemed to include the plural and vice versa.

    13. This Agreement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original and such counterparts will together constitute but one Agreement.

    14. This Agreement constitutes the entire understanding between the Parties relating to the subject matter of this Agreement, and no amendment or modication to this Agreement will be valid unless made in writing and signed by each Party.

    15. The signatories warrant and represent that they have the competent authority on behalf of themselves (as applicable) and their respective organizations to enter into the obligations of this Agreement.
  • Accepted and Agreed to :

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