This Agreement is made and entered into, as of (“Effective Date”) as entered here, by and between Next Generation Living Homes, a Gilbert, AZ (“Company”), having a principal place of business at: 929 N VAL VISTA Drive C109, GILBERT AZ 85234 who’s principles are JP D’Zahr Co-owner of Next Generation Living Homes and (“Recipient”) Referred to above
Definition of Confidential Information. “Confidential Information” means (a) any technical and non technical information related to the Company’s business and current, future and proposed products and services of Company, including for example and without limitation, information concerning research, development, design details and specifications, financial information, procurement requirements, engineering and manufacturing information, customer lists, business forecasts, sales information, marketing plans and business plans and (b) any information that may be made known to Recipient and which Company has received from others that Company is obligated to treat as confidential or proprietary, whether or not marked as confidential.
Non-disclosure and Non-use Obligations. Recipient will not use, disseminate or in any way disclose any Confidential Information to any person, firm or business, except to the extent necessary for the purpose described above the signatures namely called (Description of Discussions & Presentations) to this Agreement (the “Purpose”). Furthermore, Recipient may not disclose the existence of any negotiations, discussions or consultations in progress between the parties to any form of public media without the prior written approval of Company. Recipient shall treat all Confidential Information with the same degree of care as Recipient accords to Recipient’s own confidential information, but not less than reasonable care. Recipient shall disclose Confidential Information only to those of its employees who have a need to know such information to assist Recipient with respect to the Purpose. Recipient certifies that each such employee will have agreed, either as a condition of employment or in order to obtain the Confidential Information, to be bound by terms and conditions substantially similar to those terms and conditions applicable to Recipient under this Agreement. Recipient shall immediately give notice to Company of any unauthorized use or disclosure of the Confidential Information. Recipient shall assist Company in remedying any such unauthorized use or disclosure of the Confidential Information.
Exclusions from Non-disclosure and Non-use Obligations. Recipient’s obligations under Section 3 (“Non-disclosure and Non-use Obligations”) shall not apply to any Confidential Information that Recipient can document (a) was in the public domain at or subsequent to the time such Confidential Information was communicated to Recipient by Company through no fault of Recipient; (b) was rightfully in Recipient’s possession free of any obligation of confidence at or subsequent to the time such Confidential Information was communicated to Recipient by Company; or (c) was developed by employees, contractors or agents of Recipient independently of and without reference to any Confidential Information. A disclosure of any Confidential Information (a) in response to a valid order by a court or other governmental body or (b) as otherwise required by law shall not be considered to be a breach of this Agreement or a waiver of confidentiality for other purposes; provided, however, that Recipient shall provide prompt prior written notice thereof to Company to enable Company to seek a protective order or otherwise prevent such disclosure.
Non-disclosure and Non-competition. At all times while this agreement is in force and after its expiration or
termination, Recipient agrees to refrain from disclosing Next Generation Living Homes’s partners and customer lists, trade secrets, or other confidential material. Recipient agrees to take reasonable security measures to prevent accidental disclosure and industrial espionage. While this agreement is in force, Recipient agrees to use his/her best efforts to abide by the nondisclosure and non-competition terms of this agreement; During the term of this agreement and after expiration or termination of this agreement, Recipient agrees not to compete or form partnerships with Next Generation Living Homes’s architects, partners, or client(s) for a period of 2 years. Compete means contacting Next Generation Living Homes architects, partners, investors, associates, or clients for the business of Architectural Design services, computer animations, digital renderings, construction blue prints and master planning sites. Recipient agrees to pay liquidated damages in the amount of 10% of the purchase price for each violation of the covenant not to compete, contained here in of this paragraph.
Non-Circumvent. Neither Party shall directly or indirectly circumvent the other with respect to any Project or Contact introduced to such Party (the “Receiving Party”) by the other (the “Introducing Party”). No Receiving Party shall enter into any agreement with respect to a Project introduced by the Introducing Party, or with any of the Introducing Party’s Contacts, without the Introducing Party’s express written permission, which permission may be withheld for any reason or for no reason. In the event that a Receiving Party would like to (i) further develop a Project, or (ii) pursue any transaction or other relationship with a Contact, (in each case if such Project or Contact was introduced by the Introducing Party) then the Introducing Party must approve (which approval may be withheld for any reason or no reason) each agreement with respect to the development or pursuit of each Project, transaction or relationship with such Contact, prior to the Receiving Party’s proposing such agreements. In the event that the Introducing Party permits the Receiving Party to contact any of its Contacts, then the Receiving Party agrees that it will copy the Introducing Party on all written communications, including those accomplished by electronic mail, and shall send the Introducing Party a written summary of all oral communications with any Contact within 24 hours of such oral communication. During the term of this agreement and after expiration or termination of this agreement, Recipient agrees not to circumvent or form partnerships with Next Generation Living Homes’s architects, partners, or client(s) for a period of 2 years. Circumvent means hiring Next Generation Living Homes architects, partners, investors, associates, or clients for the business of Architectural Design services, computer animations, digital renderings, construction blue prints and master planning sites. Recipient agrees to pay liquidated damages in the amount of 10% of the purchase price for each violation of the covenant not to circumvent, contained here in of this paragraph.
Ownership and Return of Confidential Information and Other Materials. All Confidential Information, and any Derivatives (defined below) thereof, whether created by Company or Recipient, shall be the property of Company and no license or other rights to Confidential Information or Derivatives is granted or implied hereby. For purposes of this Agreement, “Derivatives” shall mean: (a) for copyrightable or copyrighted material, 3D Design, Cad design, blue prints, any source digital design files, any translation, abridgment, revision or other form in which an existing work may be recast, transformed or adapted; (b) for patentable or patented material, any improvement thereon; and (c) for material protected by trade secret, any new material derived from such existing trade secret material, including new material that may be protected under copyright, patent and/or trade secret laws. Recipient hereby does and will assign to Company all of Recipient’s rights, title in interest and interest in and to the Derivatives. All materials (including, without limitation, documents, drawings, papers, diskettes, tapes, models, apparatus, sketches, designs and lists) that Company furnishes to Recipient (whether or not they contain or disclose Confidential Information) are the property of Company. Within five (5) days after any request by Company, Recipient shall destroy or deliver to Company, at Company’s option, (a) all such Company-furnished materials and (b) all materials in Recipient’s possession or control (even if not Company-furnished) that contain or disclose any Confidential Information. Recipient will provide Company a written certification of Recipient’s compliance with Recipient’s obligations under this Section.
Ownership of Intellectual Property Recipient agrees that all designs, plans, 3D Design, Cad design, blue prints, any source digital design files, reports, specifications, drawings, schematics, prototypes, models, inventions, and all other information and items made by Next Generation Living Homes during this course of this Agreement and arising from the services shall be and are assigned to COMPANY as its sole and exclusive property. At COMPANY’s request, Recipient agrees to assist COMPANY, at COMPANY’s expense, to obtain copyrights and/or trademarks for such property, including the disclosure of all pertinent information and dates, the execution of all applications, specifications, oaths, assignments, and all other instruments and papers which COMPANY shall deem necessary to apply for and assign to both the COMPANY and Recipient, its successors and assignees or nominees, for the joint and exclusive right, title, and interest in such property.
The written, printed, graphic, or electronically recorded materials furnished by COMPANY for use by Recipient are Proprietary Information and the property of COMPANY. Proprietary Information includes, but is not limited to, marketing networks, software driven subscriber delivery systems, the publishing promotional information the Web, including the manner in which the information is arranged or categorized, and designed for distribution.
Recipient will maintain in confidence and will not, directly or indirectly, disclose or use, either during or after this term of this Agreement, any Proprietary Information or confidential information or know-how belonging to COMPANY, whether or not it is in written or permanent form, except to the extent necessary to perform services for Recipient.
Recipient shall not during the term of this Agreement and for a period of two (2) year immediately following the termination of this Agreement, or any extension of it, for any reason, either directly or indirectly: a) call on, solicit, or take away any of COMPANY’s partners, associates and customers or potential customers about whom Recipient became aware as a result of Recipient’s services to COMPANY, either for Recipient or for any other person or entity; or b) solicit, take away, or attempt to take away any of COMPANY’s employees, investors, partners, associates or other Recipients either for Recipient or any other person or entity.
No Warranty. All Confidential Information is provided “AS IS” and without any warranty, express, implied or otherwise, regarding such Confidential Information’s accuracy or performance.
No Export. Recipient will not acquire any proprietary data acquired by Company other than sales data from actual customers Recipient acquires themselves, pursuant to this Agreement or any product utilizing any such proprietary data.
Term. This Agreement shall govern all communications from Company to Recipient that are made from the Effective Date to the date on which either party receives from the other party written notice that subsequent communications shall not be so governed; provided, however, that Recipient’s obligations under Section 2 (Non disclosure, Non Compete, and Nonuse Obligations) shall continue in perpetuity with respect to Confidential Information of Company that Recipient has previously received unless such obligations no longer apply pursuant to Section 3 (Exclusions from Nondisclosure and Nonuse Obligations).
No Assignment. Recipient shall not assign or transfer any rights or obligations under this Agreement without the prior written consent of Company.
Injunctive Relief. A breach of this Agreement will cause irreparable and continuing damage to Company for which money damages are insufficient, and Company shall be entitled to injunctive relief and/or a decree for specific performance, and such other relief as may be proper (including money damages if appropriate).
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: (a) by personal delivery, when actually delivered; (b) by overnight courier, upon written verification of receipt; (c) by facsimile transmission, upon acknowledgment of receipt of electronic transmission; or (d) by certified or registered mail, return receipt requested, upon verification of receipt. Notice shall be sent to the addresses set forth above or to such other address as either party may provide in writing.
Governing Law; Forum; Legal Fees. 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 Arizona, as such laws are applied to agreements entered into and to be performed entirely within Arizona between Arizona residents. Each of the parties irrevocably consents to the exclusive personal jurisdiction of the federal and state courts located in Arizona, as applicable, for any matter arising out of or relating to this Agreement, except that in actions seeking to enforce any order or any judgment of such federal or state courts located in Arizona, such personal jurisdiction shall be nonexclusive. Additionally, notwithstanding anything in the foregoing to the contrary, a claim for equitable relief arising out of or related to this Agreement may be brought in any court of competent jurisdiction. If a proceeding is commenced to resolve any dispute that arises between the parties with respect to the matters covered by this Agreement, the prevailing party in such proceeding shall be entitled to receive its reasonable attorneys’ fees, expert witness fees and out of pocket costs incurred in connection with such proceeding, in addition to any other relief to which such prevailing party may be entitled.
Severability. If a court of law holds any provision of this Agreement to be illegal, invalid or unenforceable, (a) that provision shall be deemed amended to achieve an economic effect that is as near as possible to that provided by the original provision and (b) the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected.
Waiver; Modification. If Company waives any term, provision or Recipient’s breach of this Agreement, such waiver shall not be effective unless it is in writing and signed by Company. No waiver shall constitute a waiver of any other or subsequent breach by Recipient. This Agreement may be modified only if authorized representatives of both parties consent in writing.
Entire Agreement. This Agreement constitutes the entire agreement with respect to the Confidential Information disclosed hereunder and supersedes all prior or contemporaneous agreements concerning such Confidential Information, written or oral.
Law and construction: This Agreement shall be governed by and construed in accordance with the laws of the state of Arizona, United States of America. Any and all disputes, controversies or differences in opinion shall be finally resolved through arbitration in accordance with the arbitration rules and procedures of the American Arbitration Board, by three (3) arbitrators appointed in accordance with the said rules. Such proceedings shall take place in the city of Gilbert, Maricopa County, Arizona and shall be conducted in the English language.
Description of Discussions & Presentations: Introduction to our international acclaimed architects working for Next Generation Living Homes and NextGen is the agents for these existing Architects, no circumvention to hire our Architects are permitted without Next Generation Living Homes as the project management for any proposed projects. All inquiries for hiring must come to Next Generation Living Homes to engage with our contracted existing Architects.
Introduction to our energy partner working with Next Generation Living Homes and NextGen is the agents for these existing energy partner, no circumvention to hire our energy partner are permitted without Next Generation Living Homes as the project management for any proposed projects. All inquiries for hiring must come to Next Generation Living Homes to engage with our contracted existing energy partner. Newly developed energy generator for 100% off-grid solution, the generator can be scaled from 1 Megawatt to 100 Megawatts. After the initial purchase of such generators the costs to
produce electricity is just 1 cent per kWh.
Acknowledged and Agreed to by
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date above.
