Non-Disclosure Agreement

NDA

This Agreement is made on September 16th, 2015

1._______( the Disclosing Party);

2.LogicOcean Solutions, LLC. (the Receiving Party)

Collectively referred to as Parties.

RECITAL

A. The Receiving Party understands that the Disclosing Party will disclose information related to its business, plans, prospects, source code, product design, art which to the extent previously, presently, or subsequently disclosed to the Receiving Party is hereinafter referred to as Proprietary Information of the Disclosing Party.

OPERATIVE PROVISIONS

  • 1. In consideration of the disclosure of Proprietary Information by the disclosing Party, the Receiving Party herby agrees to:

  • (i) To hold Proprietary Information in strict confidence and to take all necessary precautions to protect such Proprietary Information.
  • (ii) Not to disclose any Proprietary Information derived there form any third person.
  • (iii) Not to make any use of such Proprietary Information except to evaluate internally its relationship with the Disclosing Party.
  • (iv) Not to copy or use any such Proprietary Information.
  • 2. The Disclosing Party agrees that without being granted any right or license the foregoing shall not apply with respect to any information after five years following the disclosure thereof or any information that the Receiving Party can document:

  • (i) is or becomes (through no improper action or inaction by the Receiving Party or any affiliate, agent, consultant or employee) generally available to the public.
  • (ii) was in its possession or known by it prior to receipt from the Disclosing Party as evidenced in writing, except to the extent that such information was unlawfully appropriated, or
  • was rightfully disclosed to it by a third party, or
  • (iv) was independently developed without use of any Proprietary Information of the Disclosing Party. The Receiving Party may make disclosures required by law or court order provided the Receiving Party uses NDA diligent reasonable efforts to limit disclosure and has allowed the Disclosing Party to seek a protective order.

3. The Receiving Party understands that nothing herein

  • (i) requires the disclosure of any Proprietary Information or
  • (ii) requires the Disclosing Party to proceed with any transaction or relationship.

4. The Receiving Party further acknowledges and agrees that no representation or warranty, express or implied, is or will be made, and no responsibility or liability is or will be accepted by the Disclosing Party, or by any of its respective officers, employees, agents or advisers, as to, or in relation to, the accuracy of completeness of any Proprietary Information made available to the Receiving Party or its advisers; it is responsible for making its own evaluation of such Proprietary Information.

5. The failure of either party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights. If any part, term or provision of this Agreement is held to be illegal or unenforceable neither the validity, nor enforceability of the remainder of this Agreement shall be affected. Neither Party shall assign or transfer all or any part of its rights under this Agreement without the consent of the other Party. This Agreement may not be amended for any other reason without the prior written agreement of both Parties. This Agreement constitutes the entire understanding between the Parties relating to the subject matter hereof unless any representation or warranty made about this Agreement was made fraudulently and, save as may be expressly referred to or referenced herein, supersedes all prior representations, writings, negotiations or understandings with respect hereto.

6. This Agreement shall be governed by the laws of the jurisdiction in which the Receiving Party is located (or if the Receiving Party is based in more than one country, the country in which its headquarters are located) and the parties agree to submit disputes arising out of or in connection with this Agreement to the non-exclusive of the courts in the Territory.

LOGICOCEAN SOLUTIONS, LLC.

Signature: LogicOcean Solutions

Name: LogicOcean Solutions


Address : LOGICOCEAN SOLUTIONS, LLC.
47-47 36th Street, Suite # 7534
Long Island City, NY 11101
USA

Signature: Customer

Name: _____________