Resilience Land Non-Disclosure Agreement (NDA)
Updated: 15-March-2023
WHEREAS Resilience Land is in ownership and possession of certain Confidential Information (Hereinafter called the “Confidential Information”);
AND WHEREAS I am an Associate who wishes to investigate the possibility of entering into a business relationship with Resilience Land and agree that Confidential Information must be disclosed by Resilience Land to Associate in order to proceed;
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of Resilience Land disclosing the Confidential Information to me as an Associate and the mutual covenants and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, I hereto agree with Resilience Land as follows:
Confidential Information
In this Agreement, the “Confidential Information” means information relating to the client data and documents, products, services, ideas, business, personnel, trademarks, copyrights, intellectual property or commercial activities of Resilience Land, including but not limited to financial data, formulas, systems, presentations, compilations, devices, concepts, techniques, marketing and commercial strategies, processes, data which individually may, or may not be confidential, which information is not generally known to the public and either derives economic value, actual or potential, from not being generally known, or has character such that Resilience Land has a legitimate interest in maintaining its secrecy. In addition, Associate agrees all documents given by Resilience Land to Associate will be considered the Confidential Information, whether or not marked with any proprietary notice or legend when the disclosure takes place.
Third Parties
Associate shall not disclose the Confidential Information to third parties without the permission of Resilience Land. If such third-party disclosure is necessary for whatever reason, Associate shall seek the permission of Resilience Land and allow Resilience Land the opportunity to enter into a non-disclosure agreement (NDA), substantially identical to this Agreement, with the third party.
Ownership and Confidentiality
Associate acknowledges and agrees that the Confidential Information that is disclosed to it by Resilience Land, or that it acquires, sees, or learns of as a direct or indirect consequence of the discussions contemplated herein, and all dealings and transactions that follow or result from such discussion(s), are the exclusive property of Resilience Land, and Associate will keep that information strictly confidential, as a fiduciary.
Transfer of Rights
Associate acknowledges and agrees that it shall not acquire any right or interest in the Confidential Information and that Resilience Land shall remain the sole owner of the Confidential Information.
Return of Information
Associate will return to Resilience Land any material in Associate’s possession or control that bears, embodies, or refers to the Confidential Information of Resilience Land promptly, when requested to do so by Resilience Land.
Governance
Severability. If any covenant or provision of the Agreement is determined to be void or unenforceable in whole or part, then such void or unenforceable covenant or provision shall be deleted from this Agreement and shall not affect or impair the enforceability or validity of any other covenant or provision of this Agreement or any part thereof.
Successors. This Agreement shall be binding upon and insure to the benefit of both Parties and their respective heirs, successors, assigns and representatives.
Continuing Obligations. Any rights and obligations under this Agreement that by their nature extend beyond the terms of this Agreement shall survive any expiration or termination of this Agreement and shall remain in effect until complete performance thereof has occurred.
Governing Law. This Agreement shall be construed and interpreted in accordance with the laws of the State of Wisconsin.
