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NDA-Robert Helm

Standard Non-Disclosure Agreement

This Standard Non-Disclosure Agreement (“NDA”) is entered as of the Effective Date between Alien Laser Cleaning, Inc (“ALC”) and Robert Helm (“Helm”) as identified below. ALC and Helm agree as follows:

Purpose. ALC may disclose Confidential Information to Helm in order for Helm to consider a potential business relationship with ALC or to fulfill the objectives of such relationship (“Purpose”). “Confidential Information” means information disclosed by ALC or its Affiliate to Helm or its Affiliate that is marked as confidential or proprietary, identified as confidential or proprietary (e.g. if disclosed orally or visually), or disclosed under circumstances by which Helm should reasonably understand that such information is deemed by ALC to be confidential or All Confidential Information and derivations thereof remain ALC’s sole property, and no license or other right to Confidential Information or any intellectual property is granted or implied by this NDA or any disclosure. ALC is not required to disclose any information hereunder. All Confidential Information is provided on an “AS IS” basis. ALC disclaims any and all representations, warranties, or assurances concerning the Confidential Information, including as to accuracy, performance, completeness, suitability, or third-party rights.
Confidentiality. Subject to Section 3, Helm and its Affiliates may not: (a) use Confidential Information for any reason except the Purpose; or (b) disclose Confidential Information to any individual or third party except to its personnel, directors, consultants, professional advisors, and Affiliates, or (to the extent expressly approved in writing by ALC) other unaffiliated third parties, in each case that (i) have a “need to know” such Confidential Information for the Purpose and (ii) are bound to confidentiality obligations that protect Confidential Information to at least the same extent as the terms of this NDA (collectively, “Authorized Recipients”); or (c) make any public disclosures relating to the existence of this NDA or the Purpose without ALC’s prior written consent; or (d) identify, or attempt to identify, any data subject (g., one or more individuals, vehicles, products, or entities) through any de-identified or anonymous data disclosed by ALC. Helm shall implement and maintain appropriate organizational, technical, and administrative security measures, exercising the same degree of care to protect ALC’s Confidential Information that it uses for its own Confidential Information, but in no event will Helm use less than reasonable care. Before, if reasonably possible, but in any event, promptly after learning of any unauthorized use or disclosure of, and/or unauthorized attempts to access or modify, any ALC Confidential Information in Helm’s (or its Authorized Recipients’) custody or control, Helm shall notify ALC in writing and cooperate with ALC to investigate and mitigate any adverse effects. Helm shall be responsible for any unauthorized use or disclosure of Confidential Information by any of its Authorized Recipients. Helm shall not attempt to “reverse engineer” any ALC Confidential Information, nor shall it authorize or allow its Authorized Recipients, Affiliates, or any third party to which any disclosure of ALC Confidential Nature has been provided or allowed by Helm to do so.
Exceptions. The obligations of Section 2 will not apply to information that: (a) is already known to Helm at the time of disclosure without obligation of confidentiality, (b) is or becomes publicly known through no wrongful act or omission of Helm, (c) is rightfully received by Helm from a third party who has lawfully obtained such information without breaching any obligation of confidentiality, (d) is approved for release by ALC’s written authorization, or (e) was developed by Helm independently and without the use or benefit of any Confidential A disclosure that Helm is required to make pursuant to any order or requirement of a court, administrative agency, other governmental agency, or stock exchange will not be deemed a breach of Section 2 of this NDA, provided that Helm has to the extent permitted by law: (x) promptly notified ALC in writing of such order or requirement, (y) given ALC an opportunity to challenge or limit the disclosure requirement or seek an appropriate protective order, and (z) cooperated with ALC to narrow the scope of such disclosure to only that portion of the Confidential Information that is necessary to fulfill the order or requirement. A disclosure which complies with a U.S. Federal Acquisition Regulation permitting disclosures to the government concerning government contracts will not be deemed a breach of this NDA. Each party is hereby given notice of the immunity set forth in 18 USC § 1833(b).
Affiliate. “Affiliate” means an entity which either controls or is controlled by a party or is under common control with a party, where “control” means the power to direct or cause the direction of an entity’s management and policies through ownership or control of at least 50% of its voting securities or ownership interest.
Termination. This NDA is effective as of the Effective Date and will expire 3 years Either party may terminate this NDA for any or no reason by giving 60 days’ prior written notice to the other party. Expiration or termination shall not affect a party’s rights or obligations with respect to Confidential Information disclosed before such expiration or termination, and such rights or obligations will continue as long as Helm or its Affiliate has custody of or control over Confidential Information. Upon expiration or termination of this NDA or ALC’s written request, Helm shall promptly return to ALC all Confidential Information or certify in writing that all Confidential Information has been destroyed. Sections 2, 3, and 5–7 will survive for 5 years after the expiration or termination of this NDA.
Disputes; Venue. This NDA is governed by the laws of the county, state, and country specified below ALC’s signature, in each case without regard to conflict of laws Helm will be jointly and severally responsible for the acts and omissions of its Affiliates and each Authorized Recipient. The rights of and damages incurred by any ALC Affiliate will be deemed to be rights of and damages incurred by ALC. The Parties shall discuss in good faith a resolution of any conflict or dispute arising under this NDA. The exclusive venue for any judicial action arising out of or relating to this NDA will be the state, federal, or regional courts for the location specified below ALC’s signature. The parties, for themselves and their respective Affiliates and Authorized Recipients, hereby waive any challenge to venue and jurisdiction in such courts. If ALC substantially prevails in any action to enforce this NDA, it will be entitled to recover its costs of enforcement from Helm and its Affiliates, including reasonable attorneys’ fees. Helm acknowledges that breach of this NDA would cause ALC irreparable harm for which monetary damages would not provide an adequate remedy and ALC will, in addition to any other available remedies, be entitled to temporary and permanent injunctive relief with respect to such breach without proof of actual damages or the posting of bond or other security.
Miscellaneous. This NDA constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior agreements, representations, and understandings, between the parties regarding its subject If any provision hereof is held by a court of competent jurisdiction to be illegal or unenforceable, such provision shall be changed and interpreted to best accomplish the objectives of the original provision to the fullest extent allowed by law, and the remaining provisions of this NDA shall remain in full force and effect. This NDA is written in the English language, and the English version shall prevail over any translation thereof. A waiver of any right hereunder does not imply waiver of any other rights. No waiver, alteration, modification, or amendment of this NDA shall be effective unless in writing and signed by both parties. This NDA may be signed in duplicate originals or in separate counterparts, each of which is effective as if the parties signed a single original, and a facsimile of an original signature or electronically signed version transmitted to the other party is effective as if the original was sent to the other party. Any notice required or permitted by this NDA shall be made in writing and be deemed delivered upon verification of delivery to the other party. Helm may not assign, transfer, or otherwise convey or delegate any of its rights or duties under this NDA (except to the successor in a merger, acquisition, or corporate reorganization of Helm) without ALC’s prior written consent, and any attempt to do so shall be void.

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Signed by Cory Holliman
Signed On: October 2, 2023

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September 14, 2023 10:02 am CST

NDA-Robert Helm Uploaded by Cory Holliman - alienlasercleaning@gmail.com IP 75.90.64.114