DASH3Inc.  

DASH3Inc. NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT

Purpose of Agreement. The Parties to this Mutual Non-Disclosure Agreement (the "Agreement") are Dash3Inc, LLC, located at 13259 Highway 7, Carleton Place, Ontario, K7C 0C5 (“Dash3Golf”) and 

Each undersigned Party (the “Receiving Party”) to this Agreement understands that the other Party (the “Disclosing Party”) has disclosed or may disclose Confidential Information (as defined below) relating to the Disclosing Party, its affiliates, subsidiaries, agents, contractors, clients and/or vendors for the purpose of potential business opportunities that present potential benefit for both Parties, and the Parties believe that in order to secure such opportunities for their mutual benefit, such Confidential Information should be exchanged.  

Definitions and Term. The Parties duty to protect the confidential and proprietary information (referred to as “Confidential Information” herein) under this Agreement Expires five (5) years from the date of this Agreement. However, any Confidential Information deemed a Trade Secret under applicable law shall be indefinitely confidential and all provisions of this Agreement shall remain in full force and effect with respect to Confidential Information that is protectable as a Trade Secret under applicable law for so long as such Confidential Information is so protectable. Confidential Information includes, but is not limited to, any information, written or oral, relating to technical concepts and documentation, pre-release products, software or hardware, product plans and roadmaps, the marketing or promotion or such products, the Parties’ policies or procedures, business models, pricing, personnel data, intellectual property or any information that otherwise should be understood by a reasonable person to be confidential in nature. The Parties agree to immediately return all of the Parties’ Confidential Information and to purge all computer data files containing the Parties’ Confidential Information, executable code and other material, whether tangible or intangible, upon request by either Party except as necessary to comply with professional standards in the ordinary course as part of its standard backup procedures.  

Non-Disclosure Obligations. The Parties agree to receive and hold the Confidential Information provided by the Disclosing Party in confidence. Without limiting the generality of the foregoing, the Parties further promise and agree:

To protect and safeguard the Confidential Information against unauthorized use, publication or disclosure. Specifically, the Parties shall protect the Confidential Information by using the same degree of care, but no less than a reasonable degree of care, necessary to prevent the unauthorized use, dissemination and publication of the Confidential Information as either Party would use to protect its own Confidential Information. Without limitation, the Parties, their agents officers, directors, attorneys, financial advisors, representatives or employees (“Representatives”) shall not: 1) copy, reproduce, distribute or disclose to any person, firm or corporation any Confidential Information; 2) permit any third party, other than Representatives, to have access to such Confidential Information; or 3) use such Confidential Information for any purpose other than a permitted use. The Parties shall be responsible for any breach of this Agreement by its Representatives.

Not to use any of the Confidential Information except for the business purposes.

Not to, directly or indirectly, in any way, reveal, report, publish, disclose, transfer or otherwise use any of the Confidential Information except as specifically authorized by either Party in accordance with this Agreement.

Not to use any Confidential Information to unfairly compete or obtain unfair advantage against the other Party in any commercial activity which may be comparable to the commercial activity contemplated by the parties in connection with the agreed business purposes.

Not to convey any Confidential Information to those of its Representatives who clearly do not need such access to carry out the agreed business purposes.

To advise each of the persons to whom it provides access to any Confidential Information, that such persons are strictly prohibited from making any use, publishing or otherwise, disclosing to others, or permitting others to use for their benefit or to the detriment of the other Party, any Confidential Information, and, upon the request of either Party, to provide either Party with a copy of a written agreement to that effect signed by such persons.

To comply with any other reasonable security measures requested in writing by either Party.

The Parties further agree to make no reproduction of any kind of this technical information and material and refrain from developing similar products using the Parties Confidential Information. The Parties further agree to preserve the confidentiality of the information provided by either Party as its own. Willful disclosure of either Parties Confidential Information to other parties may result in substantial damages to the Parties and the Parties reserve their rights to redress damages in a proper court of law or equity.

The Parties may not decompile, disassemble, or reverse engineer any Party’s software.

Exceptions. This Agreement imposes no obligation upon the Parties with respect to Confidential Information that: a) is or becomes a matter of public knowledge through no fault of either Party; b) is rightfully received by either Party from a third party without a duty of confidentiality; c) is independently developed by the either Party without reference to the other Party’s Confidential Information; d) is disclosed under operation of law; or e) is disclosed by either Party with the other Party’s prior approval. Nothing in the Agreement will (i) preclude Dash3Inc from sharing Company Confidential Information with Dash3Inc affiliated companies who shall maintain the confidentiality of Company Confidential Information (ii) preclude Dash3Inc from using the ideas, concepts and know-how which are developed in the course of providing any Dash3Inc offerings to Company or (iii) be deemed to limit Dash3Inc’s rights to provide similar Dash3Inc offerings to other customers. Company agrees that Dash3Inc may use any feedback provided by Company related to any Dash3Inc offering for any Dash3Inc business purpose, without requiring consent including reproduction and preparation of derivative works based upon such feedback, as well as distribution of such derivative works.

Disclaimer. All Confidential Information provided hereunder is provided “as is”. Neither Party grants any conditions or warranties, either express or implied, including all implied conditions or warranties of merchantability, title, non- infringement, or fitness for a particular purpose.

Effective Date: The effective date of this Agreement is the date of execution below.

General

Neither Party has an obligation under this Agreement to purchase any service or item from the other Party. Neither Party has an obligation under this Agreement to offer for sale products using or incorporating the Confidential Information. Either Party may, at their sole discretion, offer such products for sale and may modify them or discontinue sale at any time.

The Parties do not intend that any agency or partnership relationship be created between them by this Agreement.

All Confidential Information shall remain the property of the Disclosing Party.

The Parties further agree that all inventions, improvements, copyrightable works and designs relating to machines, methods, compositions, or products of either Party directly resulting from or relating to the Confidential Information and the right to market, use, license and franchise the Confidential Information or the ideas, concepts, methods, or practices embodied therein shall be the exclusive property of the Disclosing Party, and the other Party has no right or title thereto.

This Agreement and the furnishing of the Confidential Information as provided herein shall not be construed as establishing, either expressly or by implication, any grant of rights or licenses to the Parties or any relationship between the Parties.

Neither Party shall export or re-export, directly or indirectly, any Confidential Information obtained from the other Party pursuant to this Agreement for which the Canadian Government or any agency thereof at the time of export requires an export license or other government approval without first obtaining such license or approval.

The Parties understand and acknowledge that any disclosure or misappropriation of any of the Confidential Information in violation of this Agreement may cause the other Party irreparable harm, the amount of which may be difficult to ascertain and, therefore, agree that either Party shall have the right to apply to a court of competent jurisdiction for an order restraining any such further disclosure or misappropriation and for such other relief as either Party deems appropriate. Such right of either Party shall be in addition to remedies otherwise available to either Party at law or in equity.

Company may not transfer or assign this Agreement without the Dash3Inc’s prior, written consent. This Agreement will be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors and assigns.

If the Confidential Information includes pre-released software, such pre-released software is provided “as-is”, without a warranty of any kind. In no event will either Party be liable for damages relating to the either Party’s use of any pre-released software or other products or services.

This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario, Canada, with exclusive jurisdiction and venue in the courts of Ontario for any disputes arising out of or in any way related to this Agreement.