This Non-Disclosure Agreement (the "Agreement") is entered into by and between the undersigned participant ("Recipient") and [Your Company Name] ("Disclosing Party") in connection with Recipient's participation in the 4-Week Beta Accelerator Program and on going work with any company connected with Andrew Murphy (the "Program").
1. Confidential Information:
During the Program, Disclosing Party may disclose confidential information, including but not limited to proprietary protocols, systems, and concepts, which are considered the intellectual property of the Disclosing Party (the "Confidential Information").
2. Obligations of Recipient:
Recipient agrees to treat all Confidential Information with the utmost confidentiality and to take all necessary precautions to prevent unauthorized disclosure, copying, or use of such information. Recipient shall not, without the prior written consent of the Disclosing Party, disclose, reproduce, or use the Confidential Information for any purpose other than participation in the Program.
Recipient's obligations under this Agreement shall not apply to information that is:
a. Already known to the Recipient at the time of disclosure.
b. Publicly available or becomes publicly available other than through a breach of this Agreement.
c. Independently developed by the Recipient without reference to or reliance upon the Confidential Information.
4. Duration of Obligations:
Recipient's obligations under this Agreement shall continue for a period of five (5) years from the date of disclosure of each specific piece of Confidential Information.
5. Return or Destruction of Information:
Upon termination of Recipient's participation in the Program, or upon the Disclosing Party's written request, Recipient shall promptly return or destroy all tangible materials containing or embodying the Confidential Information and provide written certification of such return or destruction.
6. No License or Ownership:
Nothing in this Agreement shall be construed as granting Recipient any license or ownership rights in the Confidential Information, express or implied.
7. Invited Personnel:
Recipient shall ensure that any personnel or representatives invited to access the Confidential Information are made aware of and agree to be bound by the terms of this Agreement.
8. Governing Law:
This Agreement shall be governed by and construed in accordance with the laws of [Your Jurisdiction].
IN WITNESS WHEREOF, the parties hereto have executed this Non-Disclosure Agreement as of the Effective Date.