Non-Disclosure Agreement *
NewBeeDrone and the undersigned (“you”) are entering into this NDA for the purpose of evaluating a potential business relationship (“Purpose”). As a condition of our discussions, we agree as follows: 1. Confidential Information. “Confidential Information” means any information NewBeeDrone shares with you except any information that: (a) you already knew without restrictions; (b) is/becomes publicly available through NewBeeDrone and through no fault of yours; (c) you rightfully receive from a third party without a duty of confidentiality; or (d) you independently develop. You will bear the burden of proof to establish that any of these exceptions apply. Confidential Information is provided “as is.” NewBeeDrone does not wish to receive and you agree not to provide to NewBeeDrone any information that you consider confidential. 2. Use; Protection. You may use Confidential Information only for the Purpose, may not share Confidential Information with any third party and must use strict care to prevent unauthorized use or disclosure. You may disclose Confidential Information if you are legally compelled but you must provide NewBeeDrone with enough prior notice to allow NewBeeDrone to protect the information. At NewBeeDrone’s request, you will immediately destroy any Confidential Information you possess, including personal notes. Your duty to protect Confidential Information will survive until the information meets one of the exceptions described above. 3. Violation. You acknowledge that if you disclose or use Confidential Information in violation of this NDA will cause NewBeeDrone irreparable harm that is not reparable by monetary damages alone. For that reason, you agree that NewBeeDrone will have the right to obtain an injunction against prohibited use/disclosure of Confidential Information and will not be required to prove damages or post a bond. 4. Limited Scope. This agreement does not (a) impose any obligation to proceed with any relationship or transaction, (b) grant any intellectual property rights, or (c) create an agency or partnership. 5. Misc. This is our entire agreement, superseding any other agreements on this topic. Electronic signatures, scanned signatures and faxed signatures are all valid originals. Failure to enforce any provision will not constitute a waiver. This agreement is governed by California law, excluding its conflicts of laws principles. The exclusive venue for any legal action relating to this agreement will be the state or federal courts in San Diego, California.
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