Mututal Non-Disclosure Agreement

The page contains the current mutual non-disclosure agreement.

  • Our master services agreement can be found at
  • Our Service Level Objective document can be found at
  1. Effective Date & Validity
    1. This non-disclosure and confidentiality agreement is in effect from the date signed, in perpetuity.
    2. Cancellation of this agreement does not absolve either party from their obligation to hold in confidence, and not to disclose or reveal to any person or entity not explicitly authorized and also governed by a confidentiality agreement with the opposite party, that information which was at one time subject to this confidentiality agreement.
      (Basically, we both agree not to share confidential information, and if we part company, we will both still hold what we learned in confidence).
    3. This agreement is entered into by ROI Technology Inc. and [ClientCompany].
  2. Definition:
    1. Each and any party (“Disclosing Party”) may disclose or grant to any other party (“Receiving Party”) access to information that Disclosing Party considers confidential or proprietary (“Confidential Information”).
    2. Confidential information may reasonably include, but is not limited to, operational specifics, pricing, patented technology, business processes, executive contact information,
  3. Exceptions:
    1. Confidential information shall not include information that:
      1. is or becomes part of the public domain through no act or omission of a receiving party
      2. was in the receiving party’s lawful possession prior to the disclosure, and had not been obtained by the receiving party from the disclosing party
      3. is disclosed to the Receiving Party by a third party not known to the Receiving Party, following reasonable inquiry, to be subject to an obligation of non-disclosure with respect to such information
      4. is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.
  4. Restrictions:
    The receiving party agrees to hold in confidence and not to disclose or reveal to any person or entity the disclosing party’s confidential information, and not to use the disclosing party’s confidential information for any purpose other than in connection with the parties’ discussions regarding, and performance of, a Transaction.
  5. Return or Destruction of Materials:
    The parties agree to return to each other, or to destroy upon written request of the other party, any and all Confidential Information received pursuant to this Agreement, together with all copies that may have been made, promptly upon request of the other party or, if not requested earlier, upon completion of the Transaction or termination of this Agreement.
  6. Information Ownership:
    Confidential Information shall remain the sole and exclusive property of the Disclosing Party. No patent, copyright, trademark or other proprietary right is licensed, granted or otherwise transferred by this Agreement or any disclosure hereunder, except for the right to use such information in accordance with this Agreement. No warranties of any kind are given for the Confidential Information disclosed under this Agreement.
  7. Assignment:
    This Agreement may not be assigned by either party, and neither party shall delegate its duties hereunder, without the prior written consent of the other party. All of the terms and provisions contained in this Agreement shall inure to the benefit of and shall be binding upon the parties hereto and their respective heirs, successors and permitted assigns.
  8. Equitable Relief:
    Receiving Party acknowledges and agrees that, due to the unique nature of Confidential Information, there can be no adequate remedy at law for breach of this Agreement and that such breach would cause irreparable harm to the Disclosing Party. The Disclosing Party shall thus be entitled to seek immediate injunctive relief, in addition to whatever other remedies it might have at law or in equity, in the event of an actual or threatened breach of this Agreement by the Receiving Party.
    The invalidity or unenforceability of any provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect. Invalid or unenforceable provisions shall be deemed deleted. No other portion of this Agreement may be modified, amended, or waived, except by a written instrument duly executed by both parties.
  10. Governing Law:
    This agreement shall be governed by the law of the State of Washington, without regard to its conflicts of law principles.
  11. Entire Understanding:
    This Agreement sets forth the entire understanding and agreement of the parties with respect to its subject matter and supersedes all prior oral or written agreements, understandings and communications with respect to such subject matter.
  12. Authority:
    Each party warrants that it has the authority to enter into this Agreement and to lawfully make the disclosures contemplated hereunder.