BSI Mutual Nondisclosure Agreement

This MUTUAL NONDISCLOSURE AGREEMENT (the “Agreement”) is made effective as of day [[DAY]] of [[MONTH]] [[YEAR]], by and between JCLADS INCORPORATED (dba Biometric Signature ID), a Delaware corporation, located at 708 Valley Ridge Circle Suite 8, Lewisville, Texas 75057, and the undersigned name to assure the protection and preservation of the confidential and/or proprietary nature of information to be disclosed or made available to each other in connection with certain negotiations or discussions.

To assure the protection and preservation of the confidential and/or proprietary nature of information to be disclosed or made available to each other in connection with certain negotiations or discussions.

The purposes for disclosure are: The parties wish to explore a business opportunity of mutual interest and in connection with this opportunity, each party may disclose to the other certain confidential technical and business information which the disclosing party desires the receiving party to treat as confidential.

In reliance upon and in consideration of the undertakings contained herein, the parties agree as follows:

  1. All information disclosed to the other party that is clearly marked “confidential” or with some other proprietary notice shall be deemed to be “Proprietary Information.” In particular, Proprietary Information is any trade secret, information on; process, technique, algorithm, computer program, design, drawing, formula or test data relating to any research project, work in process, reporting stats, accuracy results testing, results of questionnaires or spoofing attempts, or future development, engineering, manufacturing, marketing, servicing, financing or personnel matter relating to the disclosing party, its present or future products, sales, suppliers, clients, customers, employees, investors or business, whether in oral, written, graphic or electronic form. Information disclosed orally shall only be considered Proprietary Information if the disclosing party indicates its confidential nature at the time of the oral disclosure and thereafter summarizes it in writing and transmits the writing to the other party within thirty (30) days of the oral disclosure.
  1. The term “Proprietary Information” shall not be deemed to include information which: (a) is now, or hereafter becomes, through no act or failure to act on the part of the receiving party, generally known or available; (b) is known by the receiving party at the time of receiving such information as evidenced by its records; (c) is hereafter furnished to the receiving party by a third party, as a matter of right and without restriction on disclosure; (d) is independently developed by the receiving party without any breach of this Agreement; or (e) is the subject of a written permission to disclose provided by the disclosing Party.
  1. Each party shall maintain all Proprietary Information in trust and confidence and shall not disclose to any third party or use any Proprietary Information for any unauthorized purpose. Each party may use such Proprietary Information only to the extent required to accomplish the purposes of this Agreement. Proprietary Information shall not be used for any purpose or in any manner that would constitute a violation of any laws or regulations, including without limitation the export control laws of the United States. No rights or licenses to trademarks, inventions, copyrights or patents are implied or granted under this Agreement. Proprietary Information shall not be reproduced in any form except as required to accomplish the intent of this Agreement.
  1. This Agreement shall not be construed to create any obligation on either party to disclose any information to the other party, to enter into a business relationship with the other party, or to introduce, sell, develop or otherwise exploit (i) any product, good, concept, right or service based on the Proprietary Information or (ii) any product, good, concept, right or service of the other party. Unless specifically agreed to in a separate writing, neither party makes any warranty or representation as to the value or accuracy of any information disclosed hereunder. Neither party shall be liable to the other party for any expenses, losses, damages or actions incurred or undertaken by the other party in reliance on any information supplied under this Agreement.
  1. Each party under this Agreement shall advise its employees and consultants who might have access to Proprietary Information of the confidential nature thereof and agrees that its employees and consultants shall be bound by the terms of an agreement protecting against unauthorized use or disclosure of Proprietary Information that is at least as protective of the disclosing party’s rights as this Agreement.
  1. All Proprietary Information (including all copies thereof) shall remain the property of the disclosing party and shall be returned to the disclosing party after the receiving party’s need for it has expired, or upon request of the disclosing party, and in any event, upon completion or termination of this Agreement.
  1. Notwithstanding any other provision of this Agreement, disclosure of Proprietary Information shall not be precluded if such disclosure:

(a) is in response to a valid order of a court or other governmental body; provided, however, that the responding party shall first have given notice to the other party hereto and shall have made a reasonable effort to obtain a protective order requiring that the Proprietary Information so disclosed be used only for the purposes for which the order was issued;

(b) is otherwise required by law; or

(c) is otherwise necessary to establish rights or enforce obligations under this Agreement, but only to the extent that any such disclosure is necessary.

  1. Proprietary Information disclosed in accordance with the terms of this Agreement shall remain confidential for two (2) years from the date of disclosure; provided however, that any source code, results of questionnaires, accuracy testing results, spoofing test results or algorithms disclosed or created hereunder shall remain confidential in perpetuity. This Agreement may be terminated by either party at any time upon thirty (30) days written notice to the other party. The termination of this Agreement shall not affect the obligations of the parties with respect to Proprietary Information disclosed prior to the effective date of such termination.
  1. Each party agrees not to use the Proprietary Information of the other party to develop software that competes with the other party’s product. Nothing contained herein shall be construed as prohibiting a party from independently developing a competing product if such party does not rely in any way on the Proprietary Information that was provided to such party pursuant to this Agreement
  1. Except for a petition for injunctive or other extraordinary relief, the parties shall meet to discuss in good faith an amicable resolution for any dispute arising from this Agreement prior to the filing of any action in any court or arbitrational body. In the event that an amicable resolution cannot be reached by the parties, such dispute shall be finally settled by arbitration according the rules of the American Arbitration Association. This Agreement shall be governed by the laws of the State of Texas, excluding its conflicts of law principles. The venue for any dispute arising from this Agreement shall be Denton County, Texas.
  1. Each party hereby acknowledges and agrees that in the event of any breach of this Agreement by the other party, including, without limitation, the actual or threatened disclosure or unauthorized use of a disclosing party’s Proprietary Information without the prior express written consent of the disclosing party, the disclosing party will suffer an irreparable injury, such that no remedy at law will afford it adequate protection against, or appropriate compensation for, such injury. Accordingly, each party hereby agrees that the other party shall be entitled to injunctive relief and/or specific performance of the receiving party’s obligations under this Agreement, as well as such further relief as may be granted by a court of competent jurisdiction. In the event that a bond is required by the court, each party hereby agrees in advance that the posting of a $1,000.00 bond will meet this requirement and be satisfactory by the signatories.
  2. If any provision of this Agreement is found by a proper authority to be unenforceable, that provision shall be severed and the remainder of this Agreement will continue in full force and effect.
  1. Any notices required or permitted hereunder shall be given to the appropriate party at the address specified above or at such other address as the party shall specify in writing. Both parties agree that use of faxes are an accepted communication.
  1. Neither party shall assign or otherwise transfer part or all of this Agreement or their rights and obligations under this Agreement to any third party or any affiliate company without the prior written consent of the other party.

Counterparts: This Agreement may be executed in any number of counterparts, and each such counterpart hereof will be deemed to be an original instrument, but all such counterparts together will constitute but one agreement, even if they are signed and executed in different localities. This Agreement may be delivered by facsimile transmission by either party to the other.

Effective date: [TODAY]

Electronic signature using uSign: Both parties agree and consent that your use of a mouse or other device to write an electronic signature, constitutes your signature, acceptance and agreement as if actually signed by you in writing using pen and paper.

IN WITNESS WHEREOF, the parties have executed this Agreement in duplicate as of the date first written above.

JCLADS INCORPORATED and [NAME BELOW]

Signature:

Printed Name: Jeff Maynard

Title: President and CEO

Signature: _______________________

Printed Name:

CLICK ON THE SIGNATURE LINK ABOVE TO SIGN THE DOCUMENT USING BioName-ID™