Affiliate Non-disclosure Agreement

International Mutual Non-Disclosure Agreement

This Mutual Non-Disclosure Agreement (“NDA”) entered into by and between the companies/individual(s) as more fully identified below (hereinafter referred to as “You” and “OneClickRoot” as applicable) is made and entered into as of the Effective Date as indicated below. In order for You and OneClickRoot to evaluate and/or enter into the contemplated business relationship, each party (“Disclosure” or “OneClickRoot”) will disclose to the other party (“Recipient” or ”You”) certain Confidential Information (as defined below).

Therefore, in consideration of its receipt of such Confidential Information from the other party, and of the prospective business relationship, each party agrees as of the Effective Date to the following:

  1. Confidential Information: “Confidential Information” means any proprietary, confidential and/or trade secret information of the Disclosure and/or others possessed by the Disclosure relating to, among other things, the Discloser’s products, technology, specifications, manufacturing methods, know-how, business or marketing plans, or business relationships. Confidential Information may be disclosed either in documentary form (including without limitation traditional tangible media such as written documents, photographs and drawings, and intangible media such as diskettes and other magnetic or electronic data), or orally or visually or in other non-documentary form (including without limitation presentations, displays or inspections of writings, designs, drawings, photographs, models, prototypes, samples or facilities). Confidential Information disclosed in documentary form shall be stamped “Confidential Information”; “Confidential & Proprietary” or in some other manner clearly indicating that it is confidential or proprietary. The Disclosure must confirm by written notice to the Receiver within {thirty (30) calendar days} of disclosure that Confidential Information disclosed orally, visually or in any other non-documentary form is “Confidential Information.” {Notwithstanding the foregoing, any information which the Receiver should reasonably believe to be Confidential Information of the Disclosure shall be considered Confidential Information if disclosed orally or in writing by either party during discussions concerning the contemplated business relationship or thereafter.}
  2. Exclusions: Confidential Information shall not include information that: (a) was in the public domain when disclosed; (b) becomes public domain after disclosure, other than as a result of the Receiver’s violation of this NDA; (c) was in the Receiver’s possession when disclosed and was not acquired directly or indirectly from the Disclosure or from a third party who did not require it to be held in confidence and who did not acquire it directly or indirectly from the Disclosure; (d) is shown by written evidence to have been developed by the Receiver independently after disclosure without benefit of the Confidential Information; or (e) was received after disclosure from a third party who did not require it to be held in confidence and who did not acquire it directly or indirectly from the Disclosure.
  3. Disclosures & Care: The Receiver: (i) will not disclose Confidential Information except to its employees or to potential suppliers or subcontractors, and only to persons legally bound comply with the Receiver’s obligations under this NDA, in each case only to the extent necessary to achieve the purposes contemplated by this NDA; (ii) will not use Confidential Information except for the purposes contemplated by this NDA; (iii) will use at least the same degree of care to safeguard Confidential Information that it uses to protect its own confidential and proprietary information, and in any event not less than a {commercially reasonable degree of care} under the circumstances; and (iv) will make copies of Confidential Information only as needed for such purpose, all of which shall include any existing markings indicating that they are Confidential Information of the Disclosure, or shall have markings supplied by the Receiver.
  4. Term & Termination: The obligations under this NDA will continue in effect for 5 years from the date of separation. Upon termination of discussions concerning the possible business relationship or upon the Disclosure request, the Receiver will return or, upon requesting and receiving the written authorization of the Disclosure, upon the Discloser’s election either (i) return to Disclosure, within {five (5) business days}, all Confidential Information; or (ii) certify to Disclosure, within {five (5) business days}, destruction of all Confidential Materials provided by Disclosure.
  5. Notification: The Receiver will notify the Disclosure immediately of any breach of this NDA of which it becomes aware, and will assist and cooperate with the Disclosure in minimizing the consequences of such breach. If the Receiver is required by order of any court of competent jurisdiction, by any governmental agency, by any applicable law, rule or regulation, or by any applicable stock exchange or stock association rule, to disclose Confidential Information, the Receiver shall notify the Disclosure of the requirement prior to disclosure and as soon as possible, but in no event later than two business days after learning of such requirement, provide to the Disclosure a reasonable opportunity to protect its Confidential Information by protective order or other means.
  6. Irreparable Harm {& Indemnification}: Either party will sustain irreparable harm by a breach of this NDA for which money damages would not be an adequate remedy. Each party therefore agrees that, in the event of a threatened or continuing breach of this NDA, the Disclosure shall be entitled, without prejudice to any other available remedies, to immediate injunctive or other equitable relief. {The Receiver shall indemnify and hold the Disclosure harmless from any damages, losses, costs and expenses, including reasonable attorney fees, arising from any breach of this NDA.}
  7. Disputes: Any dispute arising out of or in connection or associated with this NDA shall be referred to and finally resolved by arbitration in accordance with the Rules of the International Chamber of Commerce then in force; provided, however, that either party may, at its sole discretion, seek injunctive relief in the courts of any jurisdiction as may be necessary and appropriate to protect its proprietary or confidential information. The language used in the arbitral proceedings, and the governing language of the NDA, shall be English. Unless otherwise mutually agreed upon in writing by the parties, the site of the Arbitration shall be in United States Territory Puerto Rico. Judgment upon the award of the arbitration may be entered in any court having jurisdiction thereof.
  8. Counterpart & Integration: This NDA is the complete and exclusive agreement of the parties with respect to this subject matter, supersedes all prior and contemporaneous written or oral understandings relating thereto, and shall survive the expiration or termination of any other NDA. This Agreement may be executed in counterparts, each of which shall be enforceable against the parties actually executing such counterparts, and all of which together shall constitute one instrument.

IN WITNESS WHEREOF each party has executed this NDA by its duly authorized representative as of the effective date.