NextGen Technologies NDA

Mutual Nondisclosure Agreement (the “Agreement”)

This Mutual Nondisclosure Agreement (the “Agreement”) is entered into between NextGen Technologies, with its principal offices at 838 Neapolitan Way #205, Naples, Florida 34103, USA, and the person or company listed below in
Section 14 (Participant) (together referred to as the “parties”), for the purpose of preventing the unauthorized use and disclosure of Confidential Information as defined below.

The parties agree to enter into a confidential relationship with respect to the use and disclosure by one or each (the “Disclosing Party”) to the other (the “Receiving Party”) of certain proprietary and confidential information (the “Confidential Information”).

1. Definition of Confidential Information

For purposes of this Agreement, “Confidential Information” shall include any information, material, data, or know-how, including trade secrets and proprietary information, that is:

  1. in verbal, written or electronic form, including without limitation, drawings, specifications, data, graphs, databases, software and letters; or
  2. part of a Disclosing Party’s business policies, practices, trade secrets, customer or financial information, marketing or promotion plans; or
  3. code, product or user interface design, prototypes, parts or other equipment; or
  4. accessed or obtained through logging into a protected website or application; or
  5. information received from others that a Disclosing Party is obligated to treat as confidential; or
  6. has been marked as “Confidential” or “Proprietary”, or if not in written form, is identified as being confidential or proprietary in a written notice of confidentiality to a Receiving Party; or
  7. not generally known to the public and that is disclosed, either written or orally, to be or appears to a reasonable person to be proprietary or confidential.

2. Exclusions from Confidential Information

Receiving Party’s obligations under this Agreement do not extend to information that is:

  1. publicly known at the time of disclosure or subsequently becomes publicly known through no fault of Receiving Party;
  2. discovered or created by Receiving Party before disclosure by Disclosing Party;
  3. learned by Receiving Party through legitimate means other than from Disclosing Party or Disclosing Party’s representatives;
  4. disclosed by Receiving Party with Disclosing Party’s prior written approval; or
  5. disclosed as required or ordered by a court, administrative agency, or other governmental body.

3. Obligations of Receiving Party

Receiving Party shall hold and maintain the Confidential Information in strictest confidence for the sole and exclusive
benefit of Disclosing Party. Receiving Party shall carefully restrict access to Confidential Information to employees,
contractors, and third parties as is reasonably required and shall require those persons to sign nondisclosure
restrictions at least as protective as those in this Agreement. Receiving Party shall not, without prior written approval
of Disclosing Party, use for Receiving Party’s own benefit, publish, copy, or otherwise disclose to others, or permit the
use by others for their benefit or to the detriment of Disclosing Party, any Confidential Information. Upon written request
by Disclosing Party, Receiving Party shall immediately return to Disclosing Party any and all records, notes, and other
written, printed, or tangible materials in its possession pertaining to Confidential Information.

4. U.S. Defend Trade Secrets Act

Notwithstanding the foregoing, the U.S. Defend Trade Secrets Act of 2016 (DTSA) provides that an individual shall be
immune from civil and criminal liability for disclosing a trade secret if the disclosure is made (i) in confidence to a
government official, directly or indirectly, or to an attorney solely for the purpose of reporting or investigating a
suspected violation of law or (ii) in a complaint or document filed in a lawsuit or proceeding if the filing is made under
seal. The DTSA further provides that an individual who files a lawsuit for retaliation by an employer for reporting a
suspected violation may disclose the trade secret to their attorney or to the court if the individual discloses the trade
secret (a) in a court filing under seal and (b) does not disclose the trade secret except pursuant to a court order.

5. Rights in Confidential Information

Disclosing Party shall hold and maintain all rights, title, and interest in and to any Confidential Information. This
Agreement and the disclosure of any Confidential Information by Disclosing Party to Receiving Party shall not be
construed as granting Receiving Party any rights, title, or interest in the Confidential Information, including any rights in
copyright, trademark, patent, or any other intellectual property right.

6. Term

The nondisclosure provisions of this Agreement shall survive the termination of this Agreement and Receiving Party’s
duty to hold Confidential Information in confidence shall remain in effect until the Confidential Information no longer
qualifies as a trade secret or confidential or until Disclosing Party sends Receiving Party written notice releasing
Receiving Party from this Agreement, whichever occurs first.

7. Governance

This Agreement shall be governed by and construed in accordance with the laws of the State of Florida without regard to
its choice of law principles. Any disputes that relate to the execution, interpretation, construction, performance, or
enforcement of the Agreement will be brought and resolved solely and exclusively in the state or federal courts of
Florida.

8. Relationship

Nothing contained in this Agreement shall be deemed to constitute either party a partner, joint venturer, or employee of
the other party for any purpose.

9. Successor and Assigns

This Agreement binds and benefits the heirs, successors, and assignees of the parties.

10. Severability

If a court finds any provision of this Agreement invalid or unenforceable, the remainder of this Agreement shall be
interpreted so as best to affect the intent of the parties.

11. Waiver

The failure by either party to exercise any right provided in this Agreement shall not be a waiver of prior or subsequent
rights.

12. Entire Agreement

This Agreement expresses the complete understanding of the parties with respect to the subject matter and supersedes
all prior proposals, agreements, representations, and understandings. This Agreement may not be amended except in a
written agreement signed by both parties.

13. Acknowledgment and Agreement

By completing and submitting this form, the Participant acknowledges having reviewed the terms of this
Non-Disclosure Agreement and agrees that submission constitutes acceptance of, and consent to be bound by, those terms.

Click on the button below to view and download the fillable PDF NDA form. Email the completed form to [email protected]

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