Standard Legal Terms and Conditions for NDA
  1. Meaning of Terms. Discloser and Recipient are each a “party” and together are the “parties.”
  2. Return of Confidential Information. At any time upon written demand by Discloser, Recipient shall immediately return (or, at the option of Discloser, destroy) all tangible or electronic Confidential Information disclosed to Recipient under the Agreement, along with all copies, extracts and reproductions of such information and all notes, analyses, compilations, studies, specifications, designs, plans, enhancements, data, prototypes, derivative works and all other works prepared by Recipient that are derived from or based on any of the Confidential Information. Recipient further agrees to promptly provide Discloser with written certification of the satisfaction of the terms of this paragraph.
  3. Irreparable Harm. Recipient acknowledges that any disclosure or misappropriation of any of the Confidential Information in violation of the Agreement may cause Discloser irreparable harm, the amount of which may be difficult to ascertain and, therefore, agrees that Discloser shall be entitled to injunctive relief in addition to other remedies and relief that would be available at law or in equity without the necessity of proving actual damages or posting a bond. In the event of any action for breach of the Agreement by Recipient, Discloser shall be entitled to reasonable attorneys’ fees, costs and expenses incurred in such action.
  4. No Relationship. Neither the Agreement nor any disclosure or receipt of Confidential Information shall constitute or imply any promise, intention or commitment by either Party to enter into a relationship of any kind with the other party, including, but not limited to, employment, independent contractor, joint venture, investment. Each party expressly reserves the right, without giving reasons therefor, to terminate discussions with the other party, to reject any and all proposals, and to negotiate with any person, with respect to a possible relationship.
  5. Assignment.  No party may assign any of its rights or delegate any of its duties or obligations under the Agreement, whether by operation of law or otherwise, without the prior written consent of each party hereto.
  6. Amendment.  The Agreement may be amended only by the written consent of the parties. No course of conduct or dealing between the parties shall be deemed to amend the Agreement.
  7. Notices.  All notices required by the Agreement must be in writing and deemed properly given when emailed to the party at the email address provided by such party in the course of dealing.
  8. Waiver.   No failure or delay in exercising any right under any applicable Agreement shall operate as a waiver of such right, and no single or partial exercise of any such right shall preclude any other or further exercise of such right or any other right.
  9. Severability. If any provision of the Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of the Agreement shall remain in full force and effect. Any provision of the Agreement held invalid or unenforceable only in part shall remain in full force and effect to the extent not held invalid or unenforceable.
  10. Headings; Exhibits.  The headings in the Agreement are for reference only and shall not affect the interpretation of the Agreement.  The recitals set forth above and exhibits attached hereto are hereby made a part of the Agreement.
  11. Governing Law.  The Agreement shall be governed by and construed under the laws of the State of Ohio without regard to conflicts of laws principles.
  12. Venue.  Each party hereby irrevocably submits to the exclusive jurisdiction of the Cuyahoga County Court of Common Pleas, or to the extent available, the U.S. District Court for the Northern District of Ohio, to resolve any dispute arising out of or relating to the Agreement and irrevocably waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue in such court or any defense of inconvenient forum.
  13. Entire Agreement. The Agreement (including any and all exhibits hereto) constitutes the entire agreement between the parties and supersedes all prior agreements, representations, and understandings of the parties, whether oral or written, with respect to its subject matter.
  14. Counterparts.  The Agreement may be executed in any number of counterparts, including by facsimile or electronic signature, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.