MUTUAL NONDISCLOSURE AGREEMENT

This AGREEMENT (“Agreement”) becomes effective as of the date Client executes the associated Dovito Service Quote (the “Effective Date”), and is by and between the Client identified in the Service Quote (“Client”) and Dovito Business Solutions, Ltd. (“Dovito”), with a principal place of business at 508 Main Street, Windsor, CO 80550, a limited liability company of Colorado, and its affiliated business entities, all referred to herein collectively as the “Parties”).

1. Purpose

The parties wish to explore a business opportunity of mutual interest and benefit (the “Opportunity”) and in connection with the Opportunity, each party may disclose to the other certain confidential technical and business information that the disclosing party desires the recipient to treat as confidential.

2. Incorporation by Reference

This Agreement is incorporated into and made part of the Service Quote executed by Client. By signing the Service Quote, Client agrees to be bound by all terms and conditions contained in this Agreement. Client information, including but not limited to company name, address, and authorized representative, shall be as specified in the executed Service Quote.

3. Confidential Information

“Confidential Information” means any information previously or hereafter disclosed by or on behalf of the disclosing party to the recipient, either directly or indirectly, in writing, orally or by inspection of tangible objects, including, without limitation, business plans, customer data, customer lists, designs, documents, engineering information, financial analysis, software, source code, trade secrets, or any other information that reasonably appears to be confidential or proprietary.

Confidential Information also includes information disclosed to the disclosing party by third parties and all notes, reports, analyses, compilations, studies and other materials prepared by the recipient or its representatives containing, reflecting or based upon, in whole or in part, any such information.

Confidential Information shall not, however, include any information which:

• (i) is now, or hereafter becomes, through no act or failure to act on the part of the recipient, generally known and made generally available in the public domain;
• (ii) or becomes available to the recipient on a non-confidential basis from a source other than the company, which source is not known by the recipient after reasonable investigation to be subject to a contractual, legal or fiduciary obligation prohibiting such disclosure; or
• (iii) is independently developed by the recipient without use of or reference to the disclosing party’s Confidential Information.

4. Permitted Use

The recipient agrees that it shall use the disclosing party’s Confidential Information solely for the purpose of evaluating the Opportunity and shall not reverse engineer, disassemble or decompile any prototypes, software or other tangible objects which embody the disclosing party’s Confidential Information unless express written consent for such actions is received from the disclosing party. The recipient shall not:

• directly or indirectly contact or otherwise engage with persons or entities disclosed by disclosing party for the purpose of taking advantage of a business opportunity or any other activity not beneficial to the disclosing party, or
• circumvent a relationship with disclosing party through use of the Confidential Information or other means, or
• otherwise use the Confidential Information in any manner to circumvent a relationship with disclosing party.

5. No Export

The recipient agrees not to remove or export from the United States or re-export any of the disclosing party’s Confidential Information or any direct product thereof except in compliance with this paragraph, and in compliance with, and with all licenses and approvals required under, applicable export laws and regulations, including without limitation, those of the United States Department of Commerce.

6. Maintenance of Confidentiality

The recipient shall maintain the confidentiality of the disclosing party’s Confidential Information with at least the same degree of care that it uses to protect its own Confidential Information, but in any event shall use at least commercially reasonable measures to protect the confidentiality of and avoid disclosure of the disclosing party’s Confidential Information. The recipient further agrees that the disclosing party’s Confidential Information will be kept confidential and the recipient agrees it will not disclose any of the disclosing party’s Confidential Information to employees or to third parties; provided, however, that any of such Confidential Information may be disclosed to recipient’s directors, officers, employees or representatives who need to know such Confidential Information for the purpose of evaluating the Opportunity and have agreed to abide by or are otherwise subject to non-disclosure terms at least as protective.

The recipient also agrees to only make such copies of Confidential Information as are necessary to evaluate the Opportunity. The recipient shall promptly notify the disclosing party in the event of any unauthorized use or disclosure of the disclosing party’s Confidential Information.

7. Disclosure Required by Law

In the event the recipient is required by law or a valid and effective subpoena or order issued by either a court of competent jurisdiction or a governmental body to disclose any of the disclosing party’s Confidential Information, the recipient shall promptly notify the disclosing party in writing of the existence, terms, and circumstances surrounding such required disclosure so that the disclosing party may seek a protective order, or have the recipient seek such protective order on its behalf, or other appropriate relief from the proper authority.

8. No Obligation

Each party understands and agrees that nothing herein requires either party:

• (i) to disclose any Confidential Information, which shall be disclosed, if at all, solely at the option of the disclosing party;
• (ii) to proceed with the Opportunity or any relationship in connection with which Confidential Information may be disclosed; or
• (iii) to refrain from entering into an agreement or negotiation with any other party.

9. No Employment

Each party understands and agrees that nothing herein requires either party to employ, hire, commission, retain, compensate, renumerate, or otherwise engage in business with the other party. Nothing in this Agreement shall be construed as creating any joint venture, teaming arrangement, partnership, or other formal business organization or agency arrangement between the parties.

10. No Warranty, No Reliance

Each party agrees that all Confidential Information is provided “AS IS” and only in furtherance of the Opportunity as understood at the time of disclosure. No party makes any warranties, expressed, implied, or otherwise, for the occurrence, completeness, value, or utility of the Confidential Information. Each party expressly disclaims any warranty of merchantability or fitness for any particular purpose. Each party agrees that any business reliance on any Confidential Information creates no liability, responsibility, or obligation to the other party.

11. Return of Materials

All documents and other tangible objects containing or representing Confidential Information… must be promptly returned to the disclosing party, or in the cases of notes or abstracts; destroyed or permanently deleted, upon the disclosing party’s written request, termination or expiration of this Agreement, whichever is sooner.

12. No License

All of the disclosing party’s Confidential Information shall remain the sole property of the disclosing party. Nothing in this Agreement is intended to grant any rights to any party under any patent, copyright, trade secret or other intellectual property right of the other party, nor shall this Agreement grant either party any rights in or to other party’s Confidential Information except as expressly set forth herein.

13. Term and Termination

This Agreement is effective as of the Effective Date and remains in effect for a period of three (3) years. Thereafter, the Agreement shall automatically renew for additional automatic one (1) year terms if any Confidential Information has been exchanged within three (3) months preceding the renewal date. Otherwise, the Agreement does expire at the conclusion of the term.

14. Remedies

The recipient agrees that its obligations hereunder are necessary and reasonable in order to protect the disclosing party… and expressly agrees that monetary damages would be inadequate to compensate the disclosing party for any breach by the recipient of this Agreement. Accordingly, the recipient agrees and acknowledges that any such breach or threatened breach of this Agreement will cause irreparable injury to the disclosing party and that… the disclosing party is entitled to obtain injunctive relief against the continuation of such breach or the threatened breach of this Agreement, without the necessity of proving actual damages or posting bond.

15. Miscellaneous

This Agreement is governed by the laws of the State of Colorado… and the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in the City and County of Denver, Colorado. This Agreement contains the entire agreement between the parties… and any alteration, expansion, termination, or addition of parties to this Agreement must be made in writing and signed by the party to be bound.