This Non-Disclosure Agreement (this “Agreement”) is made as of , by and between (“Receiving Party), and Minerva Equity, LLC, a Wyoming limited liability company (“Disclosing Party”), with reference to the following:
WHEREAS, Receiving Party is evaluating the possibility of entering into a corporate transaction with, Disclosing Party, in respect of the acquisition of a certain target company (a “Transaction”);
WHEREAS, Disclosing Party may furnish Receiving Party with, and Receiving Party may otherwise obtain, Proprietary Information (as defined below) in connection with its evaluation of a Transaction;
WHEREAS, Disclosing Party desires to maintain the confidentiality and proprietary nature of the Proprietary Information, and the confidentiality of all negotiations and discussions relating to a Transaction; and
WHEREAS, to induce Disclosing Party to furnish Proprietary Information, Receiving Party is willing to execute this Agreement.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agrees as follows:
“Proprietary Information” means (i) any and all information of any type and in any medium (written, oral, electronic or otherwise) furnished or made available (whether before or after the date hereof) by Disclosing Party or Disclosing Party's Representatives to Receiving Party or Receiving Party's Representatives or that otherwise is proprietary to or relates to Disclosing Party, any potential targets for acquisition of Disclosing Party, or any of Disclosing Party’s business relations, and (ii) any and all analyses, compilations, forecasts, studies or other documents prepared by Receiving Party or its Representatives in connection with Receiving Party's review of, or interest in, a Transaction which contain or reflect any such information; excluding in all cases, information which is or becomes available to Receiving Party or its Representatives on a nonconfidential basis from a source (other than Disclosing Party or Disclosing Party's Representatives providing the information) which, to the best of Receiving Party's knowledge after due inquiry, is not prohibited from disclosing such information to Receiving Party or its Representatives by a legal, contractual or fiduciary obligation; and Confidential Information” includes, without limitation, non-public, confidential or proprietary information regarding the Disclosing Party’s or potential target company’s actual or proposed businesses; historical and projected financial information, budgets, services, products, trade secrets, techniques, processes, operations, formulae, product specifications, know-how, processes, compositions, inventions, discoveries, designs, sketches, drawings, samples, formats, marketing and manufacturing plans and materials, analyses, strategies, forecasts, research and development; recipes, intellectual property, suppliers, concepts, ideas, names, addresses and any other characteristics, identifying information or aspects of the Disclosing Party’s or potential target company’s existing or potential customers, employees, vendors or suppliers; and any information derived, summarized or extracted from any of the foregoing.
“Representatives,” when used with reference to Receiving Party or Disclosing Party, means the directors, managers, employees, affiliates, shareholders, members, representatives (including, without limitation, advisors, attorneys and accountants) and agents of such party.
The parties have executed and delivered this Agreement as of the date first above written.
Leave this empty:
Your legal name
Your email address
Signed by Mark Woodbury Signed On: September 6, 2021
If you have questions about the contents of this document, you can email the document owner.
Document Name: NDA
Agree & Sign