Roving Blue, Inc.
In connection with a proposed business relationship, Roving Blue, Inc. ("Company") has previously allowed you (the individual or entity named below) access,
or may allow you additional access, to Confidential Information.
"Confidential Information" means any oral, written, graphic or machine-readable information, technical data or know-how, including, but not limited to,
portable water treatment technologies, that which relates to patents, patent applications (including but not limited to portable water filtration and ozonation units),
research, product plans, products, developments, inventions, processes, designs, drawings, engineering, markets, contacts (including but not limited to distributors,
suppliers, and vendors), hardware configuration, business plans, agreements with third parties or prospective agreements with third parties, services, customers,
marketing or finances of Discloser. Notwithstanding a lack of identification of Confidential Information in writing, all of the Company's Confidential Information shall
be Confidential Information of the Company.
In consideration of any disclosure and any negotiations concerning the proposed business relationship, you agree as follows:
1. You will hold in confidence and will not possess or use (except as required to evaluate the proposed business relationship within the U.S.) or disclose any
Confidential Information except information you can document (a) is in the public domain through no fault of yours, (b) was properly known to you, without restriction,
prior to disclosure by Company or (c) was properly disclosed to you by another person without restriction. You will not reverse engineer or attempt to derive the
composition or underlying information, structure or ideas of any Confidential Information. The foregoing does not grant you a license in or to any of the Confidential
2. If you decide not to proceed with the proposed business relationship or if asked by Company, you will promptly return all Confidential Information and all copies,
extracts and other objects or items in which Confidential Information may be contained or embodied.
3. You will promptly notify Company of any unauthorized release, disclosure or use of Confidential Information.
4. You understand that this Agreement does not obligate Company to disclose any information or negotiate or enter into any agreement or relationship.
You will strictly abide by any and all instructions and restrictions provided by Company from time to time with respect to Confidential Information or Company systems.
You will ensure the security of any facilities, machines, accounts, passwords and methods you use to store any Confidential Information or to access Company systems
and ensure that no other person has or obtains access thereto.
5. You shall not provide any proprietary or confidential information to Company, including but not limited to technology, technological features, and modifications
to Company technology, without first providing to Company a non-confidential synopsis of the proprietary information or confidential information and receiving written
confirmation from Company that such disclosure is permitted.
6. The terms of this Agreement shall remain in effect with respect to any particular Confidential Information until you can document that such Confidential
Information falls into one of the exceptions stated in Paragraph 1 above.
7. The terms of this Agreement applies to any previous disclosure of Confidential Information provided by Company.
8. You acknowledge and agree that due to the unique nature of the Confidential Information, any breach of this agreement would cause irreparable harm to Company for
which damages are not an adequate remedy, and that Company shall therefore be entitled to equitable relief in addition to all other remedies available at law.
9. Until one year after the later of (i) the date of this Agreement or (ii) the last disclosure of Confidential Information to you, you will not encourage or solicit
any employee or consultant of Company to leave Company for any reason.
10. This Agreement is the product of both you and Company, and constitutes the entire agreement between such parties pertaining to confidential or proprietary
information. This Agreement merges all prior negotiations and drafts of the parties with regard to the transactions contemplated. Any and all other written or oral
agreements existing between you and the Company regarding such transactions or additional proprietary or confidential information are expressly canceled.
11. This Agreement is personal to you, is non-assignable by you, is governed by the internal laws of the State of Delaware and may be modified or waived only in
writing signed by both parties. For any disputes arising out of this agreement, you consent to the exclusive jurisdiction and venue of Wisconsin. If any provision of
this Agreement is found to be unenforceable, such provision will be limited or deleted to the minimum extent necessary so that the remaining terms remain in full force
and effect. The prevailing party in any dispute or legal action regarding the subject matter of this Agreement shall be entitled to recover attorneys' fees and costs.