Fibonacci, LLC - Mutual Non-Disclosure Agreement

Mutual Non-Disclosure Agreement

Fibonacci, LLC (Fibonacci), having a principal place of business at 301 Rockwood Road, Murray KY 42071 and , having a principal place of business at  , hereby enter into this Mutual Non-Disclosure Agreement (“Agreement”), effective as of  (“Effective Date”) and agree as follows: 

  1. Fibonacci and , for their mutual benefit, desire to disclose to one another certain Confidential Information (defined in Paragraph 2 below) for the purpose of discussing services, products, or potential business relationships (the “Purpose”). 
  2. Confidential Information consists of certain specifications, designs, plans, drawings, software, data, internal processes, prototypes, or other business and/or technical information, and all copies and derivatives containing such Confidential Information, which a party considers proprietary or confidential, including but not limited to information related to Fibonacci’s technical platforms, intellectual property, process and services (“Confidential Information”). Confidential Information may be in any form or medium, tangible or intangible, and may be communicated in writing, orally, or through visual observation.  
  3. The receiving party’s duty to protect the disclosing party’s Confidential Information expires five (5) years from the date on which the Confidential Information was disclosed to the receiving party.  Either party may terminate this Agreement upon ten (10) days written notice to the other party; however, any termination of this Agreement shall not relieve the receiving party of its confidentiality and use obligations with respect to Confidential Information disclosed prior to the date of termination.
  4. Fibonacci and  agree that:
    1. The receiving party shall use Confidential Information only for the Purpose, shall hold Confidential Information in confidence using the same degree of care as it normally exercises to protect its own proprietary Confidential Information, but not less than reasonable care, taking into account the nature of the Confidential Information, and shall grant access to Confidential Information only to its employees who have a need to know, shall cause its employees to comply with the provisions of this Agreement applicable to the receiving party, shall reproduce Confidential Information only to the extent essential to fulfilling the Purpose, and shall prevent disclosure of Confidential Information to third parties. The receiving party may, however, disclose the Confidential Information to its consultants and contractors with a need to know; provided that by doing so, the receiving party agrees to bind those consultants and contractors to terms at least as restrictive as those stated herein, advise them of their obligations, and the receiving party will be responsible for any violation of the terms of this Agreement by its employees, consultants and contractors and will indemnify the disclosing party for any breach of those obligations.
    2. Upon the disclosing party’s request, the receiving party shall either return to the disclosing party all Confidential Information or shall certify to the disclosing party that all media containing Confidential Information have been destroyed. Provided, however, that an archival copy of the Confidential Information may be retained in the files of the receiving party’s counsel, solely for the purpose of proving the contents of the Confidential Information.
  5. The foregoing restrictions on each party’s use or disclosure of Confidential Information shall not apply to Confidential Information that the receiving party can demonstrate:
    1. was independently developed by or for the receiving party without reference to the Confidential Information, or was received without restrictions; or
    2. has become generally available to the public without breach of confidentiality obligations of the receiving party; or
    3. was in the receiving party’s possession without restriction or was known by the receiving party without restriction at the time of disclosure; or
    4. is the subject of a subpoena or other legal or administrative demand for disclosure; provided, however, that the receiving party has given the disclosing party prompt notice of such demand for disclosure and the receiving party reasonably cooperates with the disclosing party’s efforts to secure an appropriate protective order.
  6. Access to Confidential Information here under shall not preclude an individual who has seen such Confidential Information for the purposes of this Agreement from working on future projects for the receiving party, which relate to similar subject matters, provided that such individual does not make reference to the Confidential Information and does not copy the substance of the Confidential Information. Furthermore, nothing contained herein shall be construed as imposing any restriction on the receiving party’s disclosure or use of any general learning, skills or know-how developed by the receiving party’s personnel under this Agreement, if such disclosure and use would be regarded by a person of ordinary skill in the relevant area as not constituting a disclosure or use of the Confidential Information. As between the parties, all Confidential Information shall remain the property of the disclosing party. By disclosing Confidential Information or executing this Agreement, the disclosing party does not grant any license, explicitly or implicitly, under any trademark, patent, copyright, mask work protection right, trade secret or any other intellectual property right. THE DISCLOSING PARTY DISCLAIMS ALL WARRANTIES REGARDING THE CONFIDENTIAL INFORMATION, INCLUDING ALL WARRANTIES WITH RESPECT TO INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS AND ALL WARRANTIES AS TO THE ACCURACY OR UTILITY OF SUCH CONFIDENTIAL INFORMATION. Execution of this Agreement and the disclosure of Confidential Information pursuant to this Agreement does not constitute or imply any commitment, promise, or inducement by either party to make any purchase or sale, or to enter into any additional agreement of any kind.
  7. The parties acknowledge that certain products, software and technical information provided pursuant to this Agreement may be subject to United States export laws and regulations and they agree that any use or transfer of such items must be authorized by the appropriate United States government agency. Neither party shall directly or indirectly use, distribute, transfer or transmit any item of Confidential Information (even if incorporated into other products, software and technical information), except in compliance with United States export laws and regulations.
  8. Either party’s failure to enforce any provision, right or remedy under this Agreement shall not constitute a waiver of such provision, right or remedy.
  9. This Agreement and performance there under shall be governed by the laws of the law of the State of Maryland, without regard to the conflict of law rules of such state, and excluding the United Nations Convention on the Sale of Goods. 
  10. If a dispute arises with respect to this Agreement, which cannot be resolved by negotiation, it shall be referred to a neutral arbitrator selected in accordance with the commercial arbitration rules of the American Arbitration Association (“AAA”). The arbitration shall be governed by the United States Arbitration Act and the rules of the AAA. The arbitrator shall not be empowered to limit, expand, or modify this Agreement, to award punitive or exemplary damages, or to award any financial damages other than damages caused by breach of this Agreement. The arbitrator may order limited discovery, but in determining whether to permit discovery shall balance the benefit of the requested discovery against the burden on the party against whom discovery is sought. Each party shall bear its own expenses and an equal share of all the costs and fees of arbitration. The contents and results of the arbitration shall be held in confidence by all participants. Nothing herein shall preclude either party from seeking interim equitable relief from a court of competent jurisdiction. A request by a party to a court for interim relief shall not affect either party’s obligation here under to arbitrate.
  11. This Agreement constitutes the entire agreement of the parties with respect to the parties’ respective obligations in connection with Confidential Information disclosed here under and supersedes all prior oral and written agreements and discussions with respect thereto. Each party intends that a facsimile of its signature printed by a receiving fax machine be regarded as an original signature and agrees that this Agreement can be executed in counterparts. The parties can amend or modify this Agreement only by a writing duly executed by their respective authorized representatives. Neither party shall assign this Agreement without first securing the other party’s written consent.



Company: Fibonacci, LLC



Title: Founder & CEO




Print Name:  


Print Name: Greg Wilson





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Signed by Greg Wilson
Signed On: October 11, 2019
Signature Certificate
Document name: Fibonacci, LLC - Mutual Non-Disclosure Agreement
Unique Document ID: 3b1af40fc4d7fef19ec5d7099e3a695365277362
Timestamp Audit
October 11, 2019 3:39 pm ESTFibonacci, LLC - Mutual Non-Disclosure Agreement Uploaded by Greg Wilson - IP