NON-DISCLOSURE AGREEMENT Normaltown, LLC possesses information that it considers confidential and proprietary and may find it necessary or desirable to disclose portions of it to Receiving Party in order for Receiving Party to assess and evaluate a potential transaction. In order to properly safeguard the Proprietary Information belonging to Normaltown, LLC, the parties agree as follows: Definitions. As used in this Agreement: 1. 1. 2. 3. • • • • “Confidential Information” means information, other than Trade Secrets, that Normaltown, LLC owns, values, and treats confidentially. “Derivatives” means and new material, inventions, improvements, upgrades, updates, translations, revisions, abridgements or other form in which existing Proprietary Information may be adapted, modified, transformed or recast. “Proprietary Information” includes Trade Secrets and Confidential Information. “Trade Secrets” means information owned by Normaltown, LLC that is a trade secret under applicable law. 2. Non-disclosure; Permitted Use. Use of Proprietary Information. All Proprietary Information disclosed by Normaltown, LLC to Receiving Party during the term of this Agreement must be retained in confidence by Receiving Party. Receiving Party may use the Proprietary Information for the purposes authorized by this Agreement and for no other purpose. Receiving party may not disclose the Proprietary Information (a) to any employee, contractor, lawyer or representative of Receiving Party unless disclosure to that person is reasonably related to accomplishing the purpose of this Agreement; or (b) to any other third party. Receiving Party must hold the Proprietary Information in strictest confidence and take all actions necessary to protect it against unauthorized disclosure, publication or use. Duration of Obligations. Receiving Party’s obligations under this Agreement with regard to Trade Secrets remain in effect for as long such information remains a trade secret under applicable law. Receiving Party’s obligations with regard to Confidential Information remain in effect for 18 months from the date of this Agreement. Excluded Information. The obligations in this section do not apply if and to the extent Receiving Party can prove the Proprietary Information: · is publicly available, other than through a breach of this Agreement by Receiving Party; · is developed by Receiving Party independently of, or was known by Receiving Party before, Normaltown, LLC discloses the information to Receiving Party; This Confidentiality and Non-Disclosure Agreement (the “Agreement”) between Normaltown, LLC, and ____________________ (“Receiving Party”) is effective as of ____________________, 20____. STATEMENT OF PURPOSE 3. 4. 1. 2. 3. · becomes available to Receiving Party on a non-confidential basis from a source that is not prohibited from disclosing the information; · is disclosed with written consent of Normaltown, LLC; · is disclosed by Receiving Party pursuant to an order of a court of competent jurisdiction or administrative agency, a validly enforceable subpoena, applicable regulatory or professional standards or any other legal or administrative process, but only if Receiving Party provides advance written notice to Normaltown, LLC to the extent possible of any such request or requirement; or · is disclosed by Receiving Party in connection with any Judicial or other proceeding involving Normaltown, LLC and Receiving Party relating to the purpose of this Agreement, but only if Receiving Party uses reasonable efforts to seek a protective order to limit publication of any information disclosed. No Rights Granted. No provision in this Agreement may be deemed to grant Receiving Party any license or intellectual property right in the Proprietary Information. Neither party by virtue of this Agreement is obligated to purchase or use any products, materials or services of the other party. Return. Upon written request, or upon termination hereof, unless otherwise agreed to by the parties hereto, Receiving Party must return to Normaltown, LLC or destroy within 15 days all copies of the Proprietary Information, including but not limited to, written materials, computer software applications and any other information disclosed to Receiving Party in writing, electronically or via any other media. Remedies. The protections afforded by this Agreement are in addition to, and not in lieu of, protections available under applicable law. If Receiving Party discloses or uses the Proprietary Information in breach of this agreement, Normaltown, LLC may sustain irreparable injury. Normaltown, LLC may seek injunctive relief against the breach or threatened breach of this Agreement in addition to any other legal remedies that may be available. Miscellaneous. Applicable Law. This Agreement must be governed by and construed in accordance with the laws of the State of Georgia without regard to its rules regarding conflicts of law. Dispute Resolution. The parties must diligently negotiate to settle any disputes arising out of or related to this Agreement. Any controversy or claim not able to be settled by negotiation must be settled by final and binding arbitration administered by the American Arbitration Association under its commercial arbitration rules, and judgment on the award may be entered by any court having proper jurisdiction. The arbitrator may award reasonable attorneys fees and costs to the prevailing party. Relationship of the Parties. The parties are independent principals. Nothing in this Agreement constitutes or may be deemed to constitute a partnership between the parties, or to constitute one party as agent of the other party for any purpose. Neither party has 5. 4. authority or power to bind, to contract in the name of or to create a liability for the other party. 4. Assignment. Neither this Agreement, nor the rights or obligations of either party may be transferred or assigned by either party without the prior written consent of the other party. 5. Entire Agreement. This Agreement represents the entire understanding between the parties with respect to the subject matter contained in it and supersedes all other written or oral agreements made by or on behalf of Normaltown, LLC and Receiving Party. This Agreement may be changed only by written agreement signed by the authorized representatives of each party. 6. Headings. The section and subsection headings in this Agreement are inserted solely as a matter of convenience and reference and may not be considered in construing or interpreting any provision. Unless the context specifically requires, all references to a section of this Agreement include its subsections. 7. Severability. If any provision of this agreement is declared invalid by a court of proper jurisdiction, the provision must be affected only to the extent of the invalidity, so that the remainder of that provision and all remaining provisions of this Agreement will continue in full force and effect. The parties have caused this Agreement to be duly executed as of the effective date first indicated above.