Agr eement Not To Discl ose Conf idential Information
This Conf idential Discl osur e Agr eem ent (“Agr eem ent) m ade as of
the _______________day of _________________, 2016
Doing Business at
-an d-
Doi n g Busi ness at
In con si deration of th e mutual pro mi ses, covenan ts an d o bligation s con tained in thi s Agreemen t, the
parti es agree as follo ws:
1. Fo r th e purpo ses of thi s Agreemen t:
“Confidential Information” means any information which either party considers to be of a
proprietary and confidential nature and includes, without limitation, owner ideas, concepts,
designs, inventions, product information, patents, copyrights, trade secrets, commercial
information and other proprietary and confidential information of a technical and business
nature of any kind relating to the business of either party to this Agreement, or otherwise
arising out of the relationship between the parties, regardless of the form or manner of such
information or whether it has been delivered or communicated by one part to this Agreement
to the other party;
“Owner” means the party hereto which possesses the intellectual property rights in and to an
item of Confidential Information, as the context requires, and includes, without limitation, an
owner, possessor, developer and licensee of such Confidential Information; and
Recipien t” mean s th e party h ereto who receives o r i s o th erwi se privy to an i tem of
Confi denti al Info rmation of whi ch it i s no t th e Own er.
2. All Confi den tial Info rmation con sti tutes the sol e an d excl usive pro perty an d th e Confi denti al
Info rmation of th e Owner, which th e Owner i s en titl ed to pro tect.
Th e Reci pien t sh all hol d an d maintain all Confiden tial Info rmation in trust an d strict
LA New Product Development Team, LLC
2031 Kings Hwy, Shreveport, LA 71103
confidence for the Owner and shall have a fiduciary obligation to use its best efforts to
protect the Confidential Information from any harm, exploitation, manipulation,
modification, interference, misappropriation, copying or disclosure whatsoever, except as
specifically authorized by the Owner in writing.
3. Confidentiality: Recipient agrees to receive in confidence the Confidential Information
disclosed by Owner and not to use such Confidential Information for his own benefit nor
disseminate or disclose said Confidential Information to others with whom recipient does not
hold in their employ, consider to be their director(s), and/or company officer(s), or who
recipient considers to be a third party that is necessary to accomplish the purpose stated
herein - at such instance, recipient agrees to take measures to ensure the confidentiality of
such third parties” as same may relate to the purpose herein and/or the confidentiality of
owner’s information.
4. The confidentially obligations set out above shall not apply to information which:
(a) at the time of disclosure, is within the public domain, or which, after disclosure,
becomes readily and lawfully available to the industry or the
public, other than by breach of the Agreement;
(b) was independently developed by the Recipient, other than by a breach of this
Agreement; and
(c) the Recipient is by law compelled to disclose, provided that the Recipient has
forthwith notified the Owner in writing of any such compelled disclosure.
5. Neither this Agreement nor the disclosure of any information to the recipient shall be
construed as granting to the Recipient any rights in, to or in respect of the Confidential
Information of the Owner. Upon written request of the Owner, Recipient shall immediately
return or destroy the Confidential Information supplied by the Owner.
6. The provisions hereof are necessary to protect the trade, commercial and financial interests of
the parties. The parties acknowledge and agree that any breach whatsoever of the covenants,
provisions and restrictions herein contained by either party shall cause, and shall be deemed
to be, a breach of that party’s fiduciary obligations to the other party, which may cause
damage and injury to the non-breaching party, which cannot be fully or adequately
compensated by monetary damages. The parties accordingly agree that, in addition to
claiming damages, either party not in breach of this Agreement may seek interim and
permanent equitable relief, including without limitation interim, interlocutory and permanent
injunctive relief, in the event of any breach of this Agreement. All such rights and remedies
shall be cumulative and in addition to any and all other rights and remedies whatsoever to
which either party may be entitled.
7. This Agreement constitutes the entire agreement between the parties with respect to the
subject matter hereof and supersedes and overrides any prior or other agreements,
representations, warranties, understanding and explanations between the parties with respect
to the subject matter of this Agreement.
Limitation on Use. Recipient agrees not to manufacture, sell, deal in, or otherwise use or
appropriate the disclosed information or product/invention in anyway whatsoever, including
but not limited to imitation or replica of product/invention, unless received written permission
by the Owner. Nothing contained in this Agreement shall be deemed to give Recipient any
rights whatsoever in and to the Confidential Information.
9. Termination/Duration. This Agreement shave have a term of one (1) year from the effective
date indicated herein unless terminated sooner. Either party may terminate this agreement at
any time without liability for such termination. The obligations of recipient regarding the use
and/or disclosure of confidential information provided by owner herein shall survive the
termination or expiration of this agreement for a period of five (5) years after the expiration
or termination date of this agreement.
10. This Agreement shall be binding upon the heirs, executors, administrators, successors and
assigns of the parties.
11. This Agreement shall be governed by the laws of Louisiana. The parties agree to attorn to
the jurisdiction of the courts of Louisiana in the event of a dispute hereunder.
12. The invalidity or unenforceability of any provisions or part thereof of this Agreement shall
not affect the validity or enforceability of any other provision and any remaining part which
shall continue in full force and effect.
13. In this Agreement, words importing the singular include the plural and vice versa and words
importing gender include all genders.
14. No Obligation to Contract. No provision herein disclosed shall create an obligation for either
party to make any further agreements or business arrangements, purchase products or
services, or engage in any present or future marketing activities. This Agreement imposes no
obligation for Owner to disclose Confidential Information to Recipient and imposes no
obligation for Recipient to engage in a business relation with Owner.
IN WITNESS WHEREOF the parties have executed this Agreement as of the date first above
Owner / Inventor Recipient / Company
by: ______________________________
(Authorized Signature) (Authorized Signature)
(Printed Name) (Printed Name)
____________________ _________
Konstantin Dolgan
Konstantin Dolgan