NONDISCLOSURE AGREEMENT

THIS NONDISCLOSURE AGREEMENT (“Agreement”) is entered into by and between you and/or your organization and CLEAResult Consulting Inc., a Texas corporation (“CLEAResult”). By accepting this Agreement or accessing or using the CLEAResult Trust Center, you agree to be bound by the terms hereunder, unless you or your organization and CLEAResult have separately entered into a nondisclosure agreement or other agreement which includes confidentiality obligations towards CLEAResult, in which case, access to and use of the CLEAResult Trust Center will be subject to the terms of any such agreements. This Agreement is effective as of the date this Agreement is accepted by you.

For the purpose of evaluating a potential business transaction and/or assessing CLEAResult’s compliance posture (the “Purpose”), CLEAResult and you and/or your organization hereby agree;

Confidentiality Obligations. You may use the Confidential Information (as defined below) only for the Purpose. You shall maintain the confidentiality of the Confidential Information with at least the same degree of care that you use to protect your own confidential and proprietary information, and no less than a reasonable degree of care under the circumstances. You will not disclose any Confidential Information to any person other than your affiliates and your affiliates’ directors, officers, partners, members, employees, advisors, consultants, agents, or representatives, including without limitation legal counsel, accountants, and financial advisors, who: (i) have a “need to know;” (ii) have been advised of the confidential and proprietary nature of the Confidential Information; and (iii) have signed a written agreement or are bound by an obligation that is as protective of the Confidential Information as that set forth in this Section (collectively, “Representatives”); except as compelled by court order or otherwise required by law. If you are required by law to disclose Confidential Information, you will promptly notify CLEAResult of such request, unless prohibited by law, and cooperate with CLEAResult to narrow the scope of disclosure and obtain a protective order or other appropriate remedy to maintain the confidentiality of the information. Notwithstanding the preceding, you shall only disclose the portion of the Confidential Information that you are legally required to disclose. You shall be responsible for a breach of the terms of confidentiality and limited use contained in this Agreement by any of your Representatives.
Confidential Information. The term “Confidential Information” means all information and materials relating to CLEAResult’s business, disclosed to or received by you whether visually, by perception, orally or in writing, in whatever form or medium, whether disclosed before or after the Effective Date, and whether or not specifically marked or otherwise identified as “Confidential” or “Proprietary,” including all summaries and notes, except that “Confidential Information” does not include any information that you can demonstrate: (i) has become generally available to the public without breach of this Agreement; (ii) was later received by you or any of your Representatives from another person who did not violate any duty of confidentiality; or (iii) was independently developed by you or any of your Representatives without use of any Confidential Information.
Term; Termination. Either party may terminate this Agreement at any time without cause upon written notice to the other party. Each party’s obligations with respect to Confidential Information disclosed during the term of this Agreement shall survive termination for a period of two (2) years from disclosure of such Confidential Information.

a. Destruction. Upon CLEAResult’s written request, you shall within thirty (30) days and to the extent legally permitted destroy (and confirm such destruction in writing): (i) all Confidential Information furnished to you or your Representatives by or on behalf of the CLEAResult, and (ii) all tangible media of expression in you or your Representatives’ possession or control to the extent that such tangible media incorporates any of CLEAResult’s Confidential Information.

b. Permitted Retention. Notwithstanding Section 3.a, you and your Representatives are not required to destroy or erase any electronic copy of such materials that are created pursuant to standard electronic backup and archival procedures, but only to the extent created and retained in a manner consistent with such procedures and not for any other purpose, and provided that such electronic copies will remain subject to the confidentiality provisions of this Agreement.
No License. This Agreement and the transfer of Confidential Information under it do not grant or confer a license of any patents, copyrights, trademarks, or other intellectual property upon you. Any license to the intellectual property of CLEAResult must be express and in writing. All of CLEAResult’s Confidential Information shall remain the property of CLEAResult.
No Warranty. CLEAResult disclaims all warranties regarding all Confidential Information disclosed pursuant to this Agreement, including all warranties as to the accuracy or utility of such Confidential Information.
Relationship of the Parties. This Agreement shall not create any agency or partnership relationship. This Agreement imposes no obligation on the parties to provide any Confidential Information, or any other information whatsoever.
Governing Law; Consent to Jurisdiction. This Agreement shall be governed by and construed under the laws of the State of Texas, without regard to conflict of law rules. Each of the parties agrees that any suit, action, or proceeding arising out of this Agreement may be instituted against it in the state or federal courts located in Travis County Texas. Each of the parties hereby waives any objection that it may have to the venue of any such suit, action, or proceeding, and each of the parties hereby irrevocably consents to the personal jurisdiction of any such court in any such suit, action, or proceeding.
Remedies. You acknowledge that the damages to CLEAResult in the event of your breach of the confidentiality provisions of this Agreement may be irreparable and extremely difficult to estimate, making any remedy at law or in damages inadequate. Thus, in addition to any other right or remedy available to it, CLEAResult shall be entitled to seek an injunction restraining such breach or threatened breach and to specific performance of any of those provisions, and in any case no bond or other security shall be required.
Miscellaneous

a. Notices. All notices or other communications under this Agreement must be in in writing, and will be deemed given upon receipt, after being sent using a method that provides for positive confirmation of delivery to a physical address or email address provided by a party. Notices to CLEAResult may be sent to
CLEAResult
Attn: Legal Department
2000 SW First Avenue, Suite 220
Portland, OR 97201
Email: [email protected]

b. Assignment. Neither party shall assign this Agreement, except to an affiliate, without the prior written permission by the other party except to an entity that acquires all or substantially all of a party’s assets or upon a merger involving a party, to the surviving merged entity.

c. Entire Agreement. Except as provided herein, this Agreement contains the entire agreement of the parties regarding the subject matter described in this Agreement, and all other promises, representations, understandings, arrangements and prior agreements related thereto are merged in this Agreement and superseded by this Agreement. The provisions of this Agreement may not be amended, except by an agreement in writing signed by the party against whom enforcement of any amendment is sought.

d. Survival. Each of the sections and any of the parties corresponding rights and obligations relating to confidentiality, governing law, remedies, and this section shall survive termination of this Agreement.

e. Severability. If any provision of this Agreement is invalid or unenforceable in any jurisdiction, the other provisions in this Agreement shall remain in full force and effect in such jurisdiction and shall be liberally construed in order to effectuate the purpose and intent of this Agreement. The invalidity or unenforceability of any provision of this Agreement in any jurisdiction shall not affect the validity or enforceability of any such provision in any other jurisdiction.

f. Waiver of Breach. The failure of CLEAResult to enforce strict performance of any provision of this Agreement, or to exercise any right available to it under this Agreement, shall not be construed as a waiver of its right to enforce strict performance in the same or any other instance.

g. No Third Party Beneficiaries. Nothing in this Agreement shall confer any rights or liabilities upon any person that is not a party to this Agreement, except as expressly provided in this Agreement.

By accepting this Agreement, you agree that you have read and agree to the terms hereunder. If you are entering into this Agreement on behalf of your organization then by clicking and accepting this Agreement, you represent and warrant that you have authority to bind your organization to these terms and conditions.