Purpose: This Mutual NDA protects both parties. Knemonik's proprietary methodologies, tools, and analyst knowledge remain confidential. The Client's identity, case details, and submitted information remain confidential. Neither party may disclose the other's Confidential Information without prior written consent.
Agreement Details
This Mutual Non-Disclosure Agreement ("Agreement") is entered into as of the date signed below, between Knemonik LLC, a Delaware Limited Liability Company ("Knemonik"), and the individual or entity identified above ("Client," and together with Knemonik, the "Parties").
"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 designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes but is not limited to:
Each Receiving Party agrees to:
Obligations under this Agreement do not apply to information that:
Where the Client engages Knemonik for Whistleblower Support Services, additional protections apply:
This Agreement is effective from the date of execution and continues for a period of five (5) years from the date of last disclosure of Confidential Information, or for the duration of any ongoing engagement plus three (3) years following its conclusion, whichever is longer. Obligations with respect to trade secrets survive indefinitely.
Upon written request by the Disclosing Party, or upon termination of the engagement, the Receiving Party shall promptly return or certifiably destroy all tangible materials embodying Confidential Information. One copy may be retained by each Party's legal counsel for record-keeping purposes.
Nothing in this Agreement grants either Party any license, right, or interest in the other Party's Confidential Information, intellectual property, or proprietary systems beyond what is expressly stated herein.
Each Party acknowledges that a breach of this Agreement may cause irreparable harm for which monetary damages would be inadequate. Accordingly, either Party may seek injunctive relief or other equitable remedy in addition to any other remedies available at law, without the requirement of posting a bond.
This Agreement is governed by the laws of the State of Delaware, United States of America. Any dispute arising hereunder shall be resolved by binding arbitration in Wilmington, Delaware, except that either Party may seek injunctive relief in any court of competent jurisdiction.
This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior or contemporaneous oral or written communications regarding confidentiality. This Agreement may be amended only by a written instrument signed by both Parties.