RFP Non Disclosure Agreement

This Mutual Confidentiality Agreement (“Agreement”) is made by and between BluHorn and Client Focused Media Inc., a Florida Corporation, having a principal place of business at 1611 San Marco Blvd, Jacksonville FL, 32207 (the “Company”), and your company(the “Other Party”). By agreeing to receive the RFP Information, you acknowledge and accept the terms of this agreement.

1. Definition of Confidential Information. “Confidential Information” as used in this Agreement shall mean any and all technical and non-technical information including patent, copyright, trade secret, and proprietary information, techniques, sketches, drawings, models, inventions, know-how, processes, apparatus, equipment, algorithms, software programs, software source documents, and formulae related to the current, future and proposed products and services of each of the parties, and includes, without limitation, their respective information concerning research, experimental work, development, design details and specifications, engineering, financial information, procurement requirements, purchasing, manufacturing, customer lists, business forecasts, sales and merchandising, marketing plans and information, and the existence of any business negotiations, discussions, or consultations in progress between the parties. “Confidential Information” also includes proprietary or confidential information of any third party who may disclose such information to either party in the course of the other party’s business. Such information disclosed by the disclosing party (“Discloser”) will be considered Confidential Information by the receiving party (“Recipient”), only if such information is identified as being “Confidential” or, under the circumstances surrounding the disclosure, reasonably should be considered confidential.

2. Nondisclosure and Non-use Obligation. Each of the parties agrees that it, and any entity that it, directly or indirectly, controls, is controlled by it, or is under common control with it (“Affiliate”) will not make use of any Confidential Information, except to the extent necessary for establishing the feasibility of a business relationship between the parties, and any purpose the Disclosure may hereafter authorize in writing (the “Authorized Use”). Each of the parties further agrees it will not disseminate, or in any way disclose the Confidential Information of the Disclosure to any third party without the prior written consent of the Disclosure. Any such authorized disclosure shall be limited to those third parties who need to know such information and who agree to be bound by terms and conditions substantially similar to those of this Agreement. Each of the parties agrees that it shall treat all Confidential Information of the Disclosure with the same degree of care as it accords to its own Confidential Information, and each of the parties represents that it exercises reasonable care to protect its own Confidential Information. If either party is not an individual, such party agrees that it shall disclose Confidential Information of the Disclosure only to those of its employees and Affiliates who need to know such information and certifies that such employees have previously agreed, either as a condition to employment or in order to obtain the Confidential Information, to be bound by terms and conditions substantially similar to those of this Agreement. Recipients will immediately give notice to Disclosure of any unauthorized use or disclosure of the Confidential Information. Recipient agrees to assist Disclosure in remedying any such unauthorized use or disclosure of the Confidential Information.

3. Exclusions from Nondisclosure and Non-use Obligations. Each party’s obligations under Paragraph 2 (“Nondisclosure and Nonuse Obligations”) with respect to any portion of the Discloser’s Confidential Information shall terminate when the party seeking to avoid its obligation under such Paragraph can document that: (i) it was in the public domain at or subsequent to the time it was communicated to Recipient by Disclosure through no fault of Recipient; (ii) it was rightfully in Recipient’s possession free of any obligation of confidence at or subsequent to the time it was communicated to Recipient by Disclosure; (iii) it was developed by employees or agents of Recipient independently of and without reference to any information communicated to Recipient by Disclosure; (iv) it was communicated by the Disclosure to an unaffiliated third party free of any obligation of confidence; or (v) the communication was in response to a valid order by a court or other governmental body, was otherwise required by law, or was necessary to establish the rights of either party under this Agreement.

4. Ownership of Confidential Information and Other Materials. All Confidential Information, and any Derivatives thereof whether created by Disclosure or Recipient, shall remain the property of Disclosure and no license or other rights to Confidential Information is granted or implied hereby. For purposes of this Agreement, “Derivatives” shall mean: (i) for copyrightable or copyrighted material, any translation, abridgement, revision or other form in which an existing work may be recast, transformed or adapted; (ii) for patentable or patented material, any improvement thereon; and (iii) for material which is protected by trade secret, any new material derived from such existing trade secret material, including new material which may be protected by copyright, patent and/or trade secret. All materials (including without limitation, documents, drawings, models, apparatus, sketches, designs and lists) furnished to one party by the other, and which are designated in writing to be the property of such party, shall remain the property of such party and shall be returned to it or destroyed promptly at the earlier of its request or the completion of the Authorized Use, together with any copies thereof. Upon Discloser’s request, Recipient will certify the completion of a return or destruction of any Disclosure Confidential Information.
5. Independent Development. Disclosure understands that Recipient may currently or in the future be developing information internally, or receiving information from other parties that may be similar to Discloser’s information. Accordingly, nothing in this Agreement will be construed as a representation or inference that Recipient will not develop products, or have products developed for it, that, without 2 violation of this Agreement, compete with the products or systems contemplated by Discloser’s Confidential Information.

6. Disclosure of Third Party Information. Neither party shall communicate any information to the other in violation of the proprietary rights of any third party.

7. No Warranty. All Confidential Information is provided “AS IS” and without any warranty, express, implied or otherwise, regarding its accuracy or performance.

8. No Export. Neither party shall export, directly or indirectly, any technical data acquired from the other pursuant to this Agreement or any product utilizing any such data to any country for which the U.S. Government or any agency thereof at the time of export requires an export license or other government approval without first obtaining such license or approval.

9. Term. This Agreement shall govern all communications between the parties that are made during the period from the effective date of this Agreement to the date on which either party receives from the other written notice that subsequent communications shall not be so governed, provided, however, that each party’s obligations under Paragraph 2 (“Nondisclosure and Nonuse Obligations”) with respect to Confidential Information of the other party which it has previously received shall continue in perpetuity unless terminated pursuant to Paragraph 3 (“Exclusions from Nondisclosure and Non-use Obligations”).

10. No Assignment. Neither party will assign or transfer any rights or obligations under this Agreement without the prior written consent of the other party.

11. Notices. Any notice required or permitted by this Agreement shall be in writing and shall be delivered as follows with notice deemed given as indicated: (i) by personal delivery when delivered personally; (ii) by overnight courier upon written verification of receipt; (iii) by telecopy or facsimile transmission upon acknowledgment of receipt of electronic transmission; or (iv) by certified or registered mail, return receipt requested, upon verification of receipt. Notice shall be sent to the addresses set forth above or such other address as either party may specify in writing.

12. Governing Law. This Agreement shall be governed in all respects by the laws of the United States of America and by the laws of the State of Florida, without regard to conflict of laws principles.

13. Severability. Should any provisions of this Agreement be held by a court of law to be illegal, invalid, or unenforceable, the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby.

14. Waiver. The waiver by Disclosure of a breach of any provision of this Agreement by Recipient shall not operate or be construed as a waiver of any other or subsequent breach by Recipient.

15. Injunctive Relief. A breach of any of the promises or agreements made by the Recipient will result in irreparable and continuing damage to Disclosure for which there will be no adequate remedy at law, and Disclosure shall be entitled to seek injunctive relief, a decree for specific performance, and such other relief as may be proper (including monetary damages if appropriate).

16. Entire Agreement. This Agreement constitutes the entire agreement with respect to the Confidential Information disclosed herein and supersedes all prior or contemporaneous oral or written agreements concerning such Confidential Information. This Agreement may only be changed by mutual agreement of authorized representatives of the parties in writing.

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