MUTUAL CONFIDENTIALITY AGREEMENT

THIS MUTUAL CONFIDENTIALITY AGREEMENT (this “Agreement”) is entered into as of _____________ (the “Effective Date”), between ________________________, with offices at _________________________________ (“Client”) and ReachForce, Inc., a Delaware corporation, with offices at 2711 W Anderson Ln #200, Austin, TX 78757 (“Company”).  The parties agree as follows:

  1.  Disclosure of Confidential Information.  Client and Company intend to discuss the formation of a business relationship with each other, may form such business relationship, and may participate in business activities during such business relationship (collectively, the “Business Purpose”).  While pursuing the Business Purpose, each party (the “Receiving Party”) may obtain certain proprietary and confidential information that relates to the other party’s (the “Disclosing Party”) finances, research, development, business activities, current and planned products, services and deliverables, affiliates, customers, vendors, distribution methods or technical knowledge including, but not limited to information concerning: research, experimental work, development, design details and specifications, technologies, engineering, strategies, techniques, methodologies, algorithms, processes, partners, operations, data compare and matching, data management, data scoring, data rating, data cleaning, data appending, data maintaining, data provisioning, and collecting, compiling, analyzing and using lead data. (“Confidential Information”).  The term “Confidential Information” includes any modifications or derivatives prepared by the Receiving Party that contain or are based upon Confidential Information of the Disclosing Party, and the existence and nature of the parties’ relationship.
  2.  Exclusions.  Confidential Information does not include information that: (a) was rightfully in the Receiving Party’s possession before receipt from the Disclosing Party; (b) is or becomes a matter of public knowledge through no fault of the Receiving Party; (c) is rightfully received by the Receiving Party from a third party without a duty of confidentiality; or (d) is independently developed by the Receiving Party without the aid, application or use of the Disclosing Party’s Confidential Information.
  3.  Use and Restrictions.  The Receiving Party: (a) will use the Disclosing Party’s Confidential Information only in connection with the Business Purpose; (b) will protect the confidentiality of the Disclosing Party’s Confidential Information in the same manner it protects the confidentiality of its own similar confidential information, and using no less than reasonable care; (c) will not copy or modify the Disclosing Party’s Confidential Information except as necessary to achieve the Business Purpose; (d) will not disclose the Disclosing Party’s Confidential Information except to its directors, officers, and employees and agents who need to know the Confidential Information to achieve the Business Purpose and who are bound by confidentiality obligations at least as stringent as those in this Agreement; and (e) will be responsible for any breach of this Agreement by any of its directors, officers, employees, or agents.  
  4.  Compelled Disclosures.  If Confidential Information must be disclosed due to a judicial or governmental requirement or order, the Receiving Party will (a) give the Disclosing Party sufficient prior notice of such requirement or order to permit the Disclosing Party a reasonable opportunity to object or to seek a protective order or other appropriate remedy, (b) cooperate with the Disclosing Party so that it may object or seek a protective order or other appropriate remedy and (c) in any event disclose only that portion of the Confidential Information that is legally required to be disclosed.
  5.  Duration of Obligations; Return.  This Agreement becomes effective on the first to occur of:  (a) the date Confidential Information is first made available to the Receiving Party, or (b) the Effective Date.  The obligations under this Agreement will continue for the later of two (2) years from the Effective Date or from the date of disclosure of Confidential Information under this Agreement, and in the case of Confidential Information that is a trade secret under applicable law for so long as such Confidential Information remains a trade secret, and will survive termination of this Agreement and any other agreements entered into by the parties.  Within ten (10) business days of a Disclosing Party’s written request, the Receiving Party must return to the Disclosing Party or destroy (at the Disclosing Party’s discretion) all Confidential Information of the Disclosing Party in the Receiving Party’s possession or control.
  6.  No Grant of Rights; Equitable Relief.  All Confidential Information is the property of the Disclosing Party.  No license under any trade secrets, copyrights, or other rights is granted by this Agreement or any disclosure of Confidential Information. Either party may obtain an injunction or other equitable relief to enforce this Agreement, without posting a bond and without proof of actual damages.  Any such relief shall be in addition to, and not in lieu of, any other remedies available to the Disclosing party, including but not limited to monetary damages.
  7. No Warranties.  ALL CONFIDENTIAL INFORMATION IS PROVIDED “AS IS.”  THE DISCLOSING PARTY MAKES NO REPRESENTATION OR WARRANTY AS TO THE ACCURACY OR COMPLETENESS OF ANY CONFIDENTIAL INFORMATION, AND WILL HAVE NO LIABILITY RELATED TO THE RECEIVING PARTY’S USE OF THE CONFIDENTIAL INFORMATION.  
  8.  Miscellaneous.  This Agreement: (a) constitutes the entire understanding between the parties as to Confidential Information; (b) will be governed by the law of the State of Delaware, without regard to conflicts of laws principles; (c) may be executed in counterparts, each of which will constitute an original; (d) may be assigned by Company only upon the prior written approval of Client; (e) will be binding on the parties’ successors and permitted assigns; (f) may only be modified by a writing signed by both parties; (g) does not constitute a commitment by either party to acquire or provide any product or service; and (h) does not create any partnership, agency relationship, or joint venture.  If any provision of this Agreement is found to be fully or partially invalid or unenforceable, it will be enforced to the extent permitted by law, and the remainder will not be affected. No waiver of any provision of this Agreement will constitute a waiver of the same provision on another occasion.

Revised on 01/1/2019

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