Mutual Non-Disclosure Agreement

This Mutual Non-Disclosure Agreement (this "Agreement") is entered into as of ______________________, 20____ (the "Effective Date") by and between:

IntelliVoice, LLC, a Florida limited liability company with its principal place of business at 622 2nd Lane SW, Vero Beach, Florida 32962 ("IntelliVoice"); and

______________________________________________________________, a __________________________ with its principal place of business at ______________________________________________________________ ("Partner").

IntelliVoice and Partner are each a "Party" and collectively the "Parties."

Recitals

A. The Parties wish to discuss and potentially enter into a business relationship related to the resale, referral, or co-marketing of IntelliVoice products and services (the "Purpose").

B. In connection with the Purpose, each Party may disclose to the other certain confidential and proprietary information.

C. The Parties wish to protect such confidential information against unauthorized use or disclosure on the terms set forth below.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties agree as follows:

1. Definition of Confidential Information

"Confidential Information" means any non-public information disclosed by one Party (the "Disclosing Party") to the other Party (the "Receiving Party"), whether orally, in writing, electronically, or by any other means, that is identified as confidential at the time of disclosure or that, given the nature of the information or the circumstances of disclosure, would reasonably be considered confidential. Confidential Information includes, without limitation: (a) pricing, discount structures, and commission terms; (b) customer lists, prospect lists, and customer contact information; (c) technical specifications, source code, network architecture, and infrastructure details; (d) product roadmaps, business plans, marketing strategies, and financial information; (e) trade secrets; and (f) any information derived from the foregoing.

Confidential Information does not include information that the Receiving Party can demonstrate by competent evidence: (i) was rightfully in its possession without obligation of confidentiality before receipt from the Disclosing Party; (ii) is or becomes publicly available through no fault of the Receiving Party; (iii) is rightfully received from a third party without obligation of confidentiality; or (iv) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

2. Use and Protection

The Receiving Party shall: (a) use Confidential Information solely for the Purpose; (b) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information of similar nature, but in no event less than a reasonable standard of care; (c) not disclose Confidential Information to any third party except to its employees, contractors, accountants, attorneys, and other representatives who have a legitimate need to know for the Purpose and who are bound by written confidentiality obligations no less protective than those set forth herein; and (d) be responsible for any breach of this Agreement caused by such representatives.

3. Compelled Disclosure

If the Receiving Party is required by law, regulation, or valid legal process to disclose Confidential Information, it shall (to the extent legally permitted): (a) promptly notify the Disclosing Party in writing; (b) cooperate with the Disclosing Party's reasonable efforts to seek a protective order or other appropriate remedy; and (c) disclose only that portion of the Confidential Information that is legally required.

4. No License; No Warranty

Nothing in this Agreement grants the Receiving Party any license, express or implied, in or to the Disclosing Party's intellectual property. Confidential Information is provided "AS IS" and the Disclosing Party makes no warranties, express or implied, regarding its accuracy, completeness, or fitness for any purpose.

5. Term and Survival

This Agreement is effective on the Effective Date and continues for three (3) years, unless earlier terminated by mutual written agreement of the Parties. The Receiving Party's obligations to protect Confidential Information disclosed during the term shall survive termination for an additional period of three (3) years from the date of disclosure, except that the obligations relating to information that constitutes a trade secret under applicable law shall continue for as long as such information remains a trade secret.

6. Return or Destruction

Upon written request by the Disclosing Party or upon termination of the business relationship contemplated by the Purpose, the Receiving Party shall, within thirty (30) days, return or destroy all Confidential Information in its possession (including all copies and derivative materials), and certify in writing that it has done so. The Receiving Party may retain one archival copy as required by its document retention policies, applicable law, or for the purposes of compliance audit, provided such copy remains subject to this Agreement indefinitely.

7. No Solicitation

During the term of this Agreement and for one (1) year thereafter, neither Party shall, directly or indirectly, solicit for employment any employee of the other Party with whom it had material contact in connection with the Purpose, without the prior written consent of the other Party. General employment advertisements not specifically directed at such employees, and unsolicited applications from such employees, are not prohibited.

8. Equitable Relief

The Parties acknowledge that any breach of this Agreement may cause irreparable harm for which monetary damages would be inadequate. Accordingly, the non-breaching Party shall be entitled to seek injunctive or other equitable relief, in addition to any other remedies available at law or in equity, without the necessity of posting a bond.

9. No Obligation to Proceed

This Agreement does not obligate either Party to proceed with any business transaction, enter into any further agreement, or disclose any particular Confidential Information.

10. Governing Law and Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict-of-laws principles. Any dispute arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in Indian River County, Florida, and the Parties consent to the personal jurisdiction of such courts.

11. Miscellaneous

This Agreement constitutes the entire agreement of the Parties regarding its subject matter and supersedes all prior or contemporaneous agreements or understandings, whether written or oral. This Agreement may be amended only in a writing signed by both Parties. Failure to enforce any provision shall not constitute a waiver. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. This Agreement may be executed in counterparts and by electronic or PDF signature, each of which shall be deemed an original and all of which together shall constitute one instrument.

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

IntelliVoice, LLC · Mutual NDA · v1.0