Non-Disclosure Agreement for Customer Manufacturing

THIS AGREEMENT, made at date of email and between Company/Name, (hereinafter "DISCLOSER"), and Reflection Manufacturing, LLC, at 7244 Hunterdon Dr., Orlando, FL 32835 (hereinafter "RECIPIENT"), together known as "PARTIES".

1. RECITALS. The PARTIES will disclose certain Proprietary Information relating to a specific Product (hereinafter
“PRODUCT”), that will be identified within a month of the effective date of this agreement. This PRODUCT and related Proprietary Information developed by the PARTIES is for the sole purpose of evaluating a business relationship with DISCLOSER; and WHEREAS, the PARTIES hereto are willing to provide for the conditions of such disclosure of Proprietary Information and the rules governing the use and protection thereof.
2. OBJECTIVE OF AGREEMENT.
(A) PARTIES shall disclose such Proprietary Information as will allow the RECIPIENT to evaluate a business relationship with DISCLOSER or provide services to the DISCLOSER.
(B) During the evaluation if a customer requests a sample to be sent, all incurred costs to RECIPIENT will be charged back to the DISCLOSER.
(C) All business relations with the RECIPIENT’s Alliances must be managed and arranged through the RECIPIENT. DISCLOSER will not conduct business with RECIPIENT’s Alliances or partners at any time without an agreement or written approval from the Reflection Manufacturing CEO or President.
(D) PARTIES shall also disclose product and partnership information, which is proprietary, for the purpose of setting up marketing and distribution.
3. PROPRIETARY INFORMATION. As used in this Agreement, the term Proprietary Information shall mean any information or data relating to the PRODUCT that is disclosed by the PARTIES pursuant to this Agreement, either in writing or orally, subject to the conditions set forth hereafter, and including, without limitation, any written or printed documents, electronic documents (including email correspondence), samples, drawings, Computer Aided Design (CAD) information, models, computer files, or any means of disclosing such Proprietary Information that either party may elect to use during the life of this Agreement. Such Proprietary information includes, but is not limited to, PRODUCT concepts, PRODUCT designs, packaging design, PRODUCT styling, PRODUCT and component specifications, manufacturing methods, pending patent disclosures, pending trademark disclosures, business plans, marketing plans, customer relationships, distribution plans, cost data, and pricing information. Information developed by the PARTIES relating to DISCLOSER’s Product Proprietary information, including improvements thereof, is also deemed to be Proprietary Information and will be subject to the conditions set forth in this agreement. All RECIPIENT Business Information provided to DISCLOSER is considered trade secrets and cannot be disclosed outside of the business relationship of DISCLOSER and RECIPIENT.
4. DESIGNATION OF PROPRIETARY INFORMATION. Any information or data, in whatever form, disclosed by DISCLOSER to the RECIPIENT, or RECIPIENT to the DISCLOSER, and which is designated as Proprietary by an appropriate stamp, legend or other notice in writing, or when disclosed orally, has been identified as Proprietary at the time of disclosure and designated in writing as Proprietary Information, shall be subject to the relevant terms and conditions of this Agreement.
5. CONTINUING DUTY. Both PARTIES covenants that prior to the expiration date of this Agreement and for a period of three (3) years from the termination date of the Agreement, the Proprietary Information received from the PARTIES shall:
(A) Be protected and kept in strict confidence by both parties, which must use the same degree of precaution and safeguards as it uses to protect its own Proprietary Information of like importance, but in no case any less than reasonable care;
(B) Be discussed with and used by 3rd party subcontractor engineer, and persons who have a need to know solely for the purpose specified in this Agreement, within the RECIPIENT's organization and by its professional advisors.
6. EXCLUSIONS. Except as aforementioned, the RECIPIENT shall have no obligations or restrictions with respect to any Proprietary Information, which the RECIPIENT can prove:
(A) Has come to the public domain prior to or after the disclosure thereof, and in such case, through no wrongful act of the RECIPIENT; or
(B) Is already known to the RECIPIENT, as evidenced by written documentation in the files of the RECIPIENT; or
(C) Has been or is published without violation of this Agreement; or
(D) Is authorized for release or use by written authorization of the DISCLOSER.
7. GOVERNING LAW/VENUE. This Agreement shall be governed by and shall be construed in accordance with the laws of the State of Florida without resort to its rules, statutes, decisions, or orders relating to conflict of laws. Venue shall be proper and exclusive in Hillsborough County, Florida.
8. CONSTRUCTION OF THE AGREEMENT.
(A) This Agreement contains the entire agreement between the PARTIES with respect to this transaction, and no representations, warranties, or agreements have been made or relied upon by either Party except for those specifically set forth herein.
(B) If any one or more of the provisions contained in this Agreement shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.
(C) In connection with any litigation, including appellate proceedings, arising out of violation by either party of any part of this Agreement, the prevailing party shall be entitled to recovery of reasonable attorney’s fees and court costs.

IN WITNESS WHEREOF, each Party has hereunto caused this Agreement to be executed by the DISCLOSER choosing the “ACCEPT” for the NDA on the ReflectionMan.com website upon the submission of Product Price Quote.