Standard Non-Disclosure Agreement

This Agreement is made between Hash Map Labs, Inc. dba App Academy (herein referred to as “COMPANY”), and ________________ herein referred to as “RECIPIENT.” This Agreement concerns the disclosure by COMPANY to the RECIPIENT of certain confidential information. Both and the RECIPIENT agree to the following terms and conditions:


1. As used in this Agreement, "Confidential Information" shall mean all confidential or proprietary information, documents, and materials whether printed or in machine readable form or otherwise, and whether or not marked "confidential" or the like, developed, owned, licensed to or under the control of COMPANY, relating to its business operations as defined by all transmitted documents. All processes, hardware, software, inventions, trade secrets, ideas, designs, research, know-how, business methods, production plans, and marketing plans related thereto are subject to this agreement.


2. All Confidential Information supplied by one party together with any reproductions thereof, shall remain the property of COMPANY and will be promptly returned by the RECIPIENT upon receipt of request from COMPANY.


3. The RECIPIENT will not distribute, disclose, or disseminate in any way such Confidential Information to anyone except its employees and consultants and lenders who are involved in a consideration of COMPANY’s business operations. The obligations and restrictions imposed by this provision are limited in that the RECIPIENT will not be liable for disclosure or use of such information which:


a) is or becomes available to the public from a source other than the receiving party before or during the period of this Agreement;


b) is released in writing by COMPANY;


c) is lawfully obtained by the RECIPIENT from a third party or parties; or


d) is known by the RECIPIENT prior to such disclosure.


In the event that 3(d) is true, the RECIPIENT will promptly notify COMPANY, documenting their prior knowledge.


4. The RECIPIENT will provide and be responsible for its employees, consultants, and lenders compliance with all such terms.


5. No license to the RECIPIENT under any patent, copyright, or know-how is guaranteed or implied by conveying Confidential Information or other information to the RECIPIENT, and none of such information which may be transmitted shall constitute any representation, warranty, assurance, guaranty or inducement by COMPANY to the RECIPIENT with respect to the infringement of any rights of third parties.


6. The RECIPIENT will not utilize any such Confidential Information in the manufacture of articles sold or offered for sale, or the provision of services, to anyone other than the disclosing party without the disclosing party's prior written consent, subject to the same exceptions set forth in Paragraph 3 above.


7. Except as may be required to carry out the terms of any engagement by COMPANY, the RECIPIENT will not reproduce or copy any of COMPANY’s Confidential Information without the prior written approval of COMPANY.


8. Nothing contained in this Agreement shall restrict, inhibit, or encumber COMPANY’s right or ability to dispose of, use, distribute, disclose, or disseminate in any way its own proprietary information.


9. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. This Agreement may not be modified except in writing signed by both parties. This Agreement shall be governed by the laws of the State of California.


10. RECIPIENT agrees to respect and abide by the terms of this Agreement for a period of TWO YEARS from the date thereof.


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