By viewing Muscle Lab's "Pitch Deck" you agree to the Nondisclosure Agreement as follows:
1. All information of any type or character that is disclosed to Recipient by or on behalf of the Disclosing Party in connection with a potential Business Relationship, including, without limitation, technical, customer, personnel, financial and other business information and plans, whether in oral, written, electronic or other form (collectively, “Confidential Information”), subject only to the exceptions expressly set forth below, is and shall remain and be treated as the exclusive property and confidential information of the Disclosing Party. Confidential Information may include proprietary information as well as information subject to and protected by laws regarding secrecy of communications or trade secrets.
2. The parties further covenant as follows with respect to Confidential Information (as defined below):
a. Recipient shall maintain in confidence all Confidential Information and shall use such Confidential Information solely for purposes of its evaluation and, if applicable, negotiation of a potential Business Relationship and for no other purpose.
b. Recipient shall limit access to Confidential Information solely to its Representatives who (i) have a need to know the Confidential Information in order to assist the Recipient in its evaluation and, if applicable, negotiation of a potential Business Relationship and (ii) have been advised of, and agree to be bound (or are otherwise subject to a professional, legal or other duty to abide) by, the Recipient’s confidentiality and limited use obligations with respect to such Confidential Information as set forth herein. Recipient shall not disclose Confidential Information to any other Person (as defined below) without the prior written approval of the Disclosing Party. In any event, each party shall be responsible for any failure by any of such party’s Affiliates or Representatives to comply with and abide by any of such party’s obligations hereunder.
c. At Disclosing Party's request, Recipient shall promptly return to Disclosing Party or destroy (at Disclosing Party’s sole discretion) all documents containing Confidential Information and all other tangible embodiments of Confidential Information that are in Recipient’s possession or under its control, including any Confidential Information that may be found in analyses, compilations, studies or other documents prepared by or for Recipient, whether in hard-copy or machine-readable form and including any and all copies thereof; provided, however, that (i) Recipient may retain copies of such documents and other tangible embodiments of Confidential Information as required by applicable law or regulation to which Recipient is subject and (ii) Recipient shall have no obligation to destroy or delete electronic copies of, or materials containing, Confidential Information that are automatically generated through data backup and/or archiving systems and that are not readily accessible by Recipient’s or its Representatives’ business personnel. Notwithstanding any return or destruction of Confidential Information, all Confidential Information, including without limitation that as may be retained in accordance with the above-referenced exceptions, will continue to be subject to the provisions of this Agreement.
d. For purposes of this Agreement: the term “Representatives” means a party’s directors, officers, employees, agents or advisors (including, without limitation, attorneys, accountants, brokers, consultants and financial advisors); the term “Affiliates” means as to each party, those Persons that such party directly, or indirectly through one or more other Persons, controls, or is controlled by, or is under common control with; and the term “Person” means any individual, organization, corporation, company, group, partnership, limited liability company or other entity.
3. Recipient’s obligations hereunder with respect to Confidential Information do not apply to the following information that Recipient establishes by reasonably documented proof:
a. was in the Recipient's possession prior to receipt from Disclosing Party or Disclosing Party’s Representatives and was not obtained subject to an existing confidentiality obligation to which Recipient is bound;
b. was generally known to the public at the time of receipt from Disclosing Party or Disclosing Party’s Representatives;
c. after receipt from Disclosing Party or Disclosing Party’s Representatives, is received by Recipient without restriction from a third party that is lawfully in possession of such information and that is not subject to a confidentiality obligation with respect to such information;
d. after receipt from Disclosing Party or Disclosing Party’s Representatives, becomes generally known to the public without breach of any confidentiality obligation by Recipient or Recipient’s Representatives;
e. was or is independently developed by Recipient or Recipient’s Representatives without reference to Confidential Information; or
f. is designated in writing by Disclosing Party as no longer being confidential or proprietary.
4. Recipient may use the Disclosing Party’s Confidential Information only for the purpose stated in this Agreement. Neither party shall reverse engineer, analyze, disassemble or decompile any prototypes, samples, software or other tangible objects which embody the other party’s Confidential Information, and which are provided hereunder.
5. Without the prior written consent of the other party, neither party nor any of their respective Representatives will disclose to any Person (i) the fact that any discussions, negotiations, evaluations or analyses have taken, are taking or may take place concerning a potential Business Relationship, (ii) the existence of this Agreement, (iii) that Confidential Information has been received by or made available to such party, or (iv) any of the terms, conditions or other facts with respect to a potential Business Relationship, including the status thereof.
6. In the event that Recipient is required (by oral questions, interrogatories, demands for information or documents, subpoena, order of a court or regulatory body, civil investigative demand or other process) to disclose any Confidential Information, before complying with such requirement, Recipient shall provide Disclosing Party with prompt notice of such requirement so that Disclosing Party may seek an appropriate protective order or other appropriate remedy or waive compliance by Recipient with the provisions of this Agreement. Recipient agrees to cooperate with Disclosing Party (at Disclosing Party’s expense) in Disclosing Party’s efforts to obtain such protective order or other remedy. If for any reason Disclosing Party does not obtain such protective order or other remedy, unless Disclosing Party shall otherwise waive its rights hereunder, Recipient shall be permitted to disclose only that portion of the Confidential Information that it is legally compelled to disclose. If Disclosing Party obtains such protective order or other remedy, Recipient shall refrain from disclosing Confidential Information in accordance herewith and such protective order or other remedy.
7. You acknowledge that Confidential Information is material, nonpublic information regarding the Company. In addition, in the course of examining a potential Business Relationship, the Company may disclose to Recipient material, nonpublic information regarding the Company or one or more of its Affiliates. You are aware, and shall advise its Representatives who are informed of the matters that are the subject of this Agreement, of the restrictions imposed by the United States federal securities laws on the purchase or sale of securities by any Person who has received material, nonpublic information from the issuer of such securities and on the communication of such information to any other Person when it is reasonably foreseeable that such other person is likely to trade in such securities in reliance upon such information.
8. You acknowledge that the Confidential Information may contain “forward looking statements”, within the meaning of the United States federal securities laws, which statements may include information including, but not limited to the plans, intentions, expectations, future financial performance, or future operating or business performance of (Company). Forward-looking statements are inherently subject to significant business risks, economic and competitive uncertainties, or other contingencies, which could cause (Company)’s actual results or performance to differ materially from what may be expressed or implied in the forward-looking statements contained in the Confidential Information. (Company) does not represent or warrant, and does not guarantee that any of the forward looking statements in the Confidential Information, including, but not limited to, projections, forecasts, potential acquisitions, potential contracts, or any business performance, will be achieved or completed.
9. Recipient acknowledges and agrees that a violation of any of the provisions of this Agreement will cause irreparable harm and injury to Disclosing Party and that Disclosing Party shall be entitled, in addition to any other rights and remedies it may have at law or in equity, to an injunction enjoining and restraining Recipient from violating this Agreement.
10. Recipient understands and acknowledges that none of Disclosing Party or Disclosing Party’s Representatives has made or is making any representation or warranty, express or implied, as to the accuracy or completeness of the Confidential Information, and none of Disclosing Party or Disclosing Party’s Representatives will have any liability to Recipient or any other Person resulting from Recipient’s use of or reliance on the Confidential Information.
11. For a period of two years following the Effective Date, each party agrees not to, and agrees to cause its Representatives not to, directly or indirectly solicit for employment or hire any employee of the other party or any of the other party’s Affiliates to whom such party or any of its Representatives may
be directly or indirectly introduced or otherwise have contact with as a result of such party’s evaluation of a potential Business Relationship or the Confidential Information; provided that a party’s general solicitation for employees or public advertising of employment opportunities (including through the use of employment agencies) not specifically directed at employees or independent contractors of the other party or any of the other party’s Affiliates will not constitute a breach of the terms of this paragraph.
12. This Agreement will expire on the second anniversary of the Effective Date. Notwithstanding anything herein to the contrary, Recipient’s liability for any breach or non-performance of this Agreement by Recipient or any of Recipient’s Affiliates or Representatives shall survive the expiration or termination of this Agreement.
13. Neither this Agreement nor the provision of Confidential Information pursuant to it shall be construed as an agreement, commitment, promise or representation by either party to do business with the other party or to do, or refrain from doing, anything except as set out specifically in this Agreement.
14. The construction, interpretation and performance of this Agreement shall be governed by and construed in accordance with the laws of the State of Nevada without regard to any conflicts or choice of law principles that would give rise to the application of the domestic substantive or procedural laws of any other jurisdiction. Except for proceedings seeking injunctive or interim relief, no party shall bring any action against another party for claims arising out of this Agreement other than in the Supreme Court of the State of Nevada.
15. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by both of the parties and delivered to the other party. Each party intends to sign and deliver this Agreement by facsimile transmission or by emailing an electronic image of its executed signature page. Each party agrees that the delivery of this Agreement by facsimile or by email shall have the same force and effect as delivery of original signatures and that each party may use such facsimile signatures or electronic images of such signatures received by email as evidence of the execution and delivery of this Agreement by both parties to the same extent that an original signature could be so used.
16. The parties’ respective rights, obligations and other interests hereunder are not assignable or delegable and shall not be assigned or delegated, in whole or in part, without the prior written consent of the other party, which consent may be provided, withheld, conditioned or delayed by the other party in its sole discretion and, if provided, shall specifically refer to this paragraph and explicitly provide such consent. Any purported assignment or delegation of Recipient’s rights, obligations or other interests hereunder without such consent is void. This Agreement shall be binding on the successors and permitted assigns of the parties.
17. This Agreement is the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings with respect thereto. No amendment or waiver of this Agreement or any provision hereof shall be effective as to either party unless such amendment or waiver is set forth in writing and executed by both parties.