MUTUAL NON-DISCLOSURE AGREEMENT
THIS AGREEMENT (the “Agreement”), effective immediately between COSMIN Corporation for itself and its subsidiaries and affiliates
(“COSMIN”) and THE COMPANY, (“Company”), is to protect confidential information disclosed by either party to the other party.
The parties agree as follows:
1. Confidential Information. For purposes of this Agreement, the party disclosing Confidential Information is the “Discloser”, and the party
receiving Confidential Information is the “Recipient.” Confidential Information means all information concerning parties’ business
including, but not limited to, all tangible, intangible, visual, electronic, present, or future information such as: a) trade secrets; b)
financial information, including pricing; c) technical information, including research, development, procedures, algorithms, data,
design, and know-how; d) business information, including operations, planning, marketing interests, and products; and e) the terms of any
agreement between COSMIN and Company and the discussions, negotiations and proposals related to that agreement. Confidential
Information disclosed to the other party must be clearly identify. Written Confidential Information must be clearly marked in a
conspicuous place. Confidential Information that is not written must be identified as Confidential Information at the time of disclosure.
2. Term. The term of this Agreement is 3 years is in effect immediately. The parties obligations not to disclose or improperly use
Confidential Information received during the Term will continue for 2 years after this Agreement expires or is terminated. Early
termination if this Agreement does not relieve the Recipient of its obligations for Confidential Information exchanged before the
effective date of termination.
3. Use of and Duty of Care to Protect Confidential Information. The Recipient will use the Confidential Information only to further the
relationship between the parties. If any material non-public information is disclose, Recipient agrees that it will comply with SEC
Regulation FD (Fair Disclosure), and refrain from trading in the Discloser’s stock until that material non-public information is publicly
disseminated. Confidential Information may not be disclosed to any third party without the written consent of the Discloser. Each party
agrees that the other may disclose Confidential Information it receives to its subsidiaries or affiliates (or agent who have a need to know
and have a non-disclosure obligation at least as restrictive as this Agreement), subject to the terms of this Agreement. COSMIN may
disclose Confidential Information, subject to the terms of this Agreement, to any entity authorized to sell COSMIN services and products.
The Recipient must provide at least the same reasonable care to avoid disclosure in breach of this Agreement or unauthorized use of the
Confidential Information as it provides to protect its own similar confidential information. The Recipient will not reproduce Confidential
Information under any circumstances.
4. Ownership. Confidential Information remains the property of the Discloser. No rights, licenses, trademarks, inventions, copyrights,
patents, or other intellectual property right are implied or granted under this Agreement. On termination of this Agreement or at the
Discloser’s request, all written, recorded, graphical, or other tangible Confidential Information, including copies, must be returned to the
Discloser by the Recipient. At the request of the Discloser, the Recipient will furnish a certificate, signed by an officer of the Recipient,
certifying that any Confidential Information not returned to the Discloser has been destroyed.
5. Indemnity. Each party warrants that it has the right to disclose all Confidential Information that it discloses to the other party.
Each party will indemnify and defend the other from all third-party claims resulting from the negligent or wrongful disclosure by the
indemnifying party of a third party’s confidential information. Otherwise, neither party makes any representation or warranty about the
Confidential Information. Neither party will be liable for indirect, incidental, punitive, or consequential damages for any cause of
auction, whether in contract, tort, or otherwise, arising out of a breach of this Agreement.
6. Breach or Agreement. Any claim a party has for the breach of this Agreement must be filed a) within 1 year of Discloser’s first
knowledge of the breach, and b) no later than 1 year after the expiration of the period that the Recipient has a duty to protect the
Confidential Information.
7. Right to Enjoin Disclosure. The parties acknowledge that a Recipient’s unauthorized disclosure or use of Confidential Information
may result in irreparable harm. If there is a breach or threatened breach of this Agreement the Discloser may seek a temporary
restraining order and injunction to protect its Confidential Information. This provision does not alter any other remedies available to
COSMIN. If Company has breached or threatened to breach this Agreement will not raise the defense of an adequate remedy at law.
8. No Partnership or Join Venture Formed. The exchange of Confidential Information between the parties is not and does not create a
partnership, joint venture, or other form of legal entity or business enterprise. Any business relationship between the parties will be
governed by a separate agreement.
9. Export Compliance. Each party will comply with the applicable United States’ export laws and regulations for any technical data
exchanged under this Agreement.
10. Miscellaneous. Company acknowledges that COSMIN may be performing the same or similar services for others in the same
industry and that COSMIN may use the same personnel to provide those services to others in the same industry and to develop new
products and services. These personnel must continue to abide by the terms of this Agreement.
11. General. This Agreement: a) is governed by applicable federal law and regulations and the laws of applicable state, without
regard for its choice of law provisions; b) represents the parties’ entire understanding regarding Confidential Information, and supersedes
any prior agreements or discussions, written or oral, regarding Confidential Information; c) may be modified only by written amendment
signed by the parties’ officers or authorized designees; d) is to be considered severable, and if any provision of this Agreement is illegal or
unenforceable, the unaffected provisions will remain in effect; e) contains headings for reference only; these headings have no effect on
any provision’s meaning; and f) does not extend to any third party beneficiaries. If either party fails to enforce any right or remedy under
this Agreement, that failure is not a waiver of the right or remedy for any other breach or failure by the other party.
THIS AGREEMENT (the “Agreement”), effective immediately between COSMIN Corporation for itself and its subsidiaries and affiliates
(“COSMIN”) and THE COMPANY, (“Company”), is to protect confidential information disclosed by either party to the other party.
The parties agree as follows:
1. Confidential Information. For purposes of this Agreement, the party disclosing Confidential Information is the “Discloser”, and the party
receiving Confidential Information is the “Recipient.” Confidential Information means all information concerning parties’ business
including, but not limited to, all tangible, intangible, visual, electronic, present, or future information such as: a) trade secrets; b)
financial information, including pricing; c) technical information, including research, development, procedures, algorithms, data,
design, and know-how; d) business information, including operations, planning, marketing interests, and products; and e) the terms of any
agreement between COSMIN and Company and the discussions, negotiations and proposals related to that agreement. Confidential
Information disclosed to the other party must be clearly identify. Written Confidential Information must be clearly marked in a
conspicuous place. Confidential Information that is not written must be identified as Confidential Information at the time of disclosure.
2. Term. The term of this Agreement is 3 years is in effect immediately. The parties obligations not to disclose or improperly use
Confidential Information received during the Term will continue for 2 years after this Agreement expires or is terminated. Early
termination if this Agreement does not relieve the Recipient of its obligations for Confidential Information exchanged before the
effective date of termination.
3. Use of and Duty of Care to Protect Confidential Information. The Recipient will use the Confidential Information only to further the
relationship between the parties. If any material non-public information is disclose, Recipient agrees that it will comply with SEC
Regulation FD (Fair Disclosure), and refrain from trading in the Discloser’s stock until that material non-public information is publicly
disseminated. Confidential Information may not be disclosed to any third party without the written consent of the Discloser. Each party
agrees that the other may disclose Confidential Information it receives to its subsidiaries or affiliates (or agent who have a need to know
and have a non-disclosure obligation at least as restrictive as this Agreement), subject to the terms of this Agreement. COSMIN may
disclose Confidential Information, subject to the terms of this Agreement, to any entity authorized to sell COSMIN services and products.
The Recipient must provide at least the same reasonable care to avoid disclosure in breach of this Agreement or unauthorized use of the
Confidential Information as it provides to protect its own similar confidential information. The Recipient will not reproduce Confidential
Information under any circumstances.
4. Ownership. Confidential Information remains the property of the Discloser. No rights, licenses, trademarks, inventions, copyrights,
patents, or other intellectual property right are implied or granted under this Agreement. On termination of this Agreement or at the
Discloser’s request, all written, recorded, graphical, or other tangible Confidential Information, including copies, must be returned to the
Discloser by the Recipient. At the request of the Discloser, the Recipient will furnish a certificate, signed by an officer of the Recipient,
certifying that any Confidential Information not returned to the Discloser has been destroyed.
5. Indemnity. Each party warrants that it has the right to disclose all Confidential Information that it discloses to the other party.
Each party will indemnify and defend the other from all third-party claims resulting from the negligent or wrongful disclosure by the
indemnifying party of a third party’s confidential information. Otherwise, neither party makes any representation or warranty about the
Confidential Information. Neither party will be liable for indirect, incidental, punitive, or consequential damages for any cause of
auction, whether in contract, tort, or otherwise, arising out of a breach of this Agreement.
6. Breach or Agreement. Any claim a party has for the breach of this Agreement must be filed a) within 1 year of Discloser’s first
knowledge of the breach, and b) no later than 1 year after the expiration of the period that the Recipient has a duty to protect the
Confidential Information.
7. Right to Enjoin Disclosure. The parties acknowledge that a Recipient’s unauthorized disclosure or use of Confidential Information
may result in irreparable harm. If there is a breach or threatened breach of this Agreement the Discloser may seek a temporary
restraining order and injunction to protect its Confidential Information. This provision does not alter any other remedies available to
COSMIN. If Company has breached or threatened to breach this Agreement will not raise the defense of an adequate remedy at law.
8. No Partnership or Join Venture Formed. The exchange of Confidential Information between the parties is not and does not create a
partnership, joint venture, or other form of legal entity or business enterprise. Any business relationship between the parties will be
governed by a separate agreement.
9. Export Compliance. Each party will comply with the applicable United States’ export laws and regulations for any technical data
exchanged under this Agreement.
10. Miscellaneous. Company acknowledges that COSMIN may be performing the same or similar services for others in the same
industry and that COSMIN may use the same personnel to provide those services to others in the same industry and to develop new
products and services. These personnel must continue to abide by the terms of this Agreement.
11. General. This Agreement: a) is governed by applicable federal law and regulations and the laws of applicable state, without
regard for its choice of law provisions; b) represents the parties’ entire understanding regarding Confidential Information, and supersedes
any prior agreements or discussions, written or oral, regarding Confidential Information; c) may be modified only by written amendment
signed by the parties’ officers or authorized designees; d) is to be considered severable, and if any provision of this Agreement is illegal or
unenforceable, the unaffected provisions will remain in effect; e) contains headings for reference only; these headings have no effect on
any provision’s meaning; and f) does not extend to any third party beneficiaries. If either party fails to enforce any right or remedy under
this Agreement, that failure is not a waiver of the right or remedy for any other breach or failure by the other party.
Use Of Website Constitutes Acceptance of the User Agreement and Privacy Policy.
Copyright © 2006, 2007 Cosmin Corporation. All rights reserved worldwide.
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| “In 2007, we engaged COSMIN Consulting to assist us in developing a new website that would and clearly communicate our services offered, brand and distinguish us from the competition. COSMIN Consulting displayed a keen knowledge of website development and the best ways to position a consulting service message in this medium. The experienced COSMIN team was able to timely and effectively deliver what they promised and their guidance helped us deliver an Internet message that augmented our business growth. We were especially pleased with the positive comments from many who responded to the site launch. ”
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