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Protel PBX - NDA

In order to conduct certain transactions with nexMatrix Telecom, LLC, you, or your authorized representative, will be required to use this electronic signature for digitally signing your NDA (Non-Disclosure Agreement). We will ask that you also agree to all terms and conditions presented in an Electronic Signature Agreement. Please be aware that an electronic signature is as legally binding as a handwritten signature.

A signature will imply acceptance of the NDA (Non-Disclosure Agreement) in it's entirety without any changes. If you do not wish to sign the NDA, do not digitally sign this agreement.

NON-DISCLOSURE AGREEMENT

NEXMATRIX TELECOM, LLC, a limited liability company organized and existing under the laws of the state of Idaho, with its principal place of business located at 1305 2nd Street South, Suite B109, Nampa, ID 83651, USA ("DISCLOSER"), and whose name and address are keyed in the fields of today's date (the "Effective Date"), desire to protect certain DISCLOSER confidential and proprietary information and therefore agree as follows.

1.For the purpose of evaluating, establishing, or continuing a beneficial business relationship between DISCLOSER and RECIPIENT, DISCLOSER intends to disclose to RECIPIENT inventions, trade secrets, and proprietary information concerning DISCLOSER' current, future or proposed products and services, including unpublished computer code (both source code and object code), inventions, know-how, drawings, specifications, computer printouts, memoranda and correspondence, product development agreements, business plans, and related agreements and other technical, commercial, or financial information which is not in the public domain and which has been reasonably restricted by DISCLOSER as confidential, hereinafter referred to as the "CONFIDENTIAL INFORMATION."  RECIPIENT warrants and agrees that the CONFIDENTIAL INFORMATION shall be used solely for the purposes stated in this paragraph.  RECIPIENT expressly acknowledges that its receipt of the CONFIDENTIAL INFORMATION does not constitute a sale or an offering for sale of the CONFIDENTIAL INFORMATION, and RECIPIENT acknowledges DISCLOSER's intent to seek patent protection for the CONFIDENTIAL INFORMATION and will do nothing with the CONFIDENTIAL INFORMATION that may impair DISCLOSER's rights to seek such protection in the United States or elsewhere.  RECIPIENT further agrees that this Agreement itself, its terms, the fact of its existence, and the identify of the parties, including DISCLOSER and its members/owners/officers, are all CONFIDENTIAL INFORMATION.

2.DISCLOSER may disclose to the RECIPIENT CONFIDENTIAL INFORMATION either orally or in writing (including graphic material).  Information that is disclosed in writing without an appropriate letter, proprietary stamp, or legend, or that is disclosed orally, shall constitute CONFIDENTIAL INFORMATION if (a) it would be apparent to a reasonable person, familiar with DISCLOSER's business and the industry in which it operates, that such information is of a confidential or proprietary nature, the maintenance of which is important to DISCLOSER, or if (b) DISCLOSER, within thirty (30) days after such disclosure, advises RECIPIENT that such information is confidential.

3.RECIPIENT shall not disclose the CONFIDENTIAL INFORMATION of DISCLOSER to any third party; provided, however, that RECIPIENT may disclose the CONFIDENTIAL INFORMATION of DISCLOSER to its employees, attorneys, accountants, financial advisors or consultants (collectively, "representatives") having a bona fide need to know the CONFIDENTIAL INFORMATION if such representatives are bound in writing to RECIPIENT by obligations of confidentiality at least as restrictive as the terms set forth herein.  In the event RECIPIENT discloses CONFIDENTIAL INFORMATION of DISCLOSER to such representatives, RECIPIENT shall be liable for any unauthorized disclosure thereof by such representatives or third parties.  RECIPIENT shall exercise the same degree of care it normally uses to protect its own CONFIDENTIAL INFORMATION, but in no event less than reasonable care.

4.Nothing in this Agreement shall be construed as creating an agency, joint venture, partnership or other formal business relationship or association between the parties hereto or obligating either party to purchase from or provide any goods or services to the other party.  Furthermore, RECIPIENT shall not make, have made, use or sell for any purpose any product or other item using, incorporating or derived from any CONFIDENTIAL INFORMATION of DISCLOSER without DISCLOSER's prior written consent.

5.Any CONFIDENTIAL INFORMATION supplied by DISCLOSER shall remain the property of DISCLOSER, including, but not limited to, derivatives, summaries, notes, and electronics files (extant and archived), and nothing in this Agreement shall restrict DISCLOSER from using, disclosing, or disseminating its own CONFIDENTIAL INFORMATION in any way. RECIPIENT recognizes and agrees that nothing contained in this Agreement shall be construed as a grant of any property rights to RECIPIENT, by license or otherwise, to any CONFIDENTIAL INFORMATION disclosed pursuant to this Agreement, any invention or any patent right that has been issued or that may be issued, or any copyright or other rights based on the CONFIDENTIAL INFORMATION.

6.The RECIPIENT shall have no obligation with respect to any CONFIDENTIAL INFORMATION which:
(a)is shown to have been known or developed by RECIPIENT independent of any disclosure by DISCLOSER; or
(b)is or becomes available to the public through no breach of this Agreement; or
(c)is obtained from a third party legally entitled to disclose the same free of any non-disclosure restrictions; or
(d)is required by law to be disclosed, including in response to a valid order of a court of competent jurisdiction or authorized government agency, provided DISCLOSER is notified promptly to allow it to request a protective order and RECIPIENT reasonably cooperates with DISCLOSER's efforts to obtain a protective order.

Notwithstanding the foregoing, CONFIDENTIAL INFORMATION shall not be deemed to be in the public domain merely because any part thereof is embodied in a product or because individual features, components or combinations thereof are now or become known to the public.

7.This Agreement shall govern the disclosure of CONFIDENTIAL INFORMATION by DISCLOSER for a period of five (5) years from the Effective Date, and shall supersede all prior or contemporaneous writings or discussions between the parties relative to the subject matter hereof. The obligations hereunder with respect to each item of CONFIDENTIAL INFORMATION shall endure for five (5) years from the date of initial disclosure thereof and survive any earlier termination or expiration of the Agreement.  RECIPIENT, upon written request by DISCLOSER at any time, shall promptly return all CONFIDENTIAL INFORMATION and any copies thereof to DISCLOSER or, if requested, shall promptly supply DISCLOSER with a certificate executed by an authorized officer thereof certifying as to the completed destruction of the same. Any such return or destruction of CONFIDENTIAL INFORMATION shall not affect the term of this Agreement or the confidentiality obligations herein.

8.This Agreement shall commence on the Effective Date and shall continue for the period described in Section 7, unless sooner terminated by DISCLOSER, with or without cause, upon prior written notice sent by certified mail, return receipt requested.  Such notice shall state the effective date of termination.  Upon termination of this Agreement, RECIPIENT's obligations of confidentiality arising prior to the date of termination shall remain intact.

9.ALL CONFIDENTIAL INFORMATION IS PROVIDED "AS IS."  DISCLOSER MAKES NO WARRANTIES, EXPRESS, IMPLIED OR OTHERWISE, REGARDING ITS ACCURACY, COMPLETENESS OR PERFORMANCE.

10.DISCLOSER does not wish to receive any confidential information from RECIPIENT and DISCLOSER assumes no obligation, either express or implied, with respect to any information disclosed by RECIPIENT.  RECIPIENT warrants that it shall not disclose to DISCLOSER, its agents or representatives, any confidential information of any third party to which RECIPIENT may be privy, and shall indemnify and defend DISCLOSER from and against any and all breaches of this warranty.

11.The parties agree that the obligations of confidentiality arising out of this Agreement shall be binding upon and inure to the benefit of each party's respective successors and assigns.  Moreover, the parties specifically agree that in the event of a change of control of a party, that party's obligations of confidentiality remain binding upon that party, and CONFIDENTIAL INFORMATION may not be disclosed to that party's new affiliates or parent without the disclosing party's prior express written consent.

12.This Agreement is not assignable or delegable in whole or in part by RECIPIENT without the written consent of DISCLOSER.  This Agreement may not be amended, nor any obligation waived, except by writing and signed by duly authorized representatives of DISCLOSER and RECIPIENT.  This Agreement shall be governed and construed by the laws of the State of Idaho, without reference to conflict of law principles, and any dispute related hereto shall be heard in state or federal courts in Ada County, Idaho.  In any action arising herefrom, the prevailing party shall be entitled to an award of reasonable attorneys' fees.  An executed original of this Agreement may be delivered by facsimile, which shall be binding as an original. The undersigned represent that they are authorized and empowered to sign on behalf of, and bind, their respective party.  RECIPIENT agrees that DISCLOSER shall have no adequate remedy at law in the event of RECIPIENT's breach or threatened breach of this Agreement and therefore consents to entry of preliminary and permanent injunctive relief in favor of DISCLOSER in such event without necessity of DISCLOSER's posting bond or other security.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

Once you submit your acceptance of the Digital Non-Disclosure Agreement, a confirming email will be emailed to you based on the email you have submitted with this digital signature with the contents of the NDA.

The electronic signature submittal to nexMatrix Telecom, LLC requires acceptance of the warrenty and license agreement. I have reviewed and agree to the following conditions for the access and use of my account. I understand and agree that I will be held as legally bound, obligated, or responsible for any electronically signed submission I make as I would be by making such submission in hardcopy form with my handwritten signature.

Contact us at 208.697.5808 if you have questions, or use the NDA above to get started