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rights under this Agreement shall not be construed as a waiver of such rights.
16.
INUREMENT.
This Agreement shall inure to the benefit of the parties hereto and their respective “Affiliates” (as
defined below), successors, assigns and legal representatives.
The parties agree that each party and its Affiliates
may receive Confidential Information from and/or disclose Confidential Information to the other party and the other
party's Affiliates, and that all such Confidential Information shall be governed by this Agreement.
Recipient shall be
fully responsible to the Disclosing Party for any breach of this Agreement by the Recipient’s Affiliates.
“Affiliate”, as
used herein, means an entity that directly or indirectly controls, is controlled by or is under common control with a
party to this Agreement; and as used in this Section ”control”, “controls” or ”controlled” means: (i) fifty-one percent
(51%) or more ownership or beneficial interest of income or capital of such entity; (ii) ownership of at least fifty-one
percent (51%) of the voting power or voting equity; or (iii) the ability to otherwise direct or share management
policies of such entity.
17.
INJUNCTIVE RELIEF.
The parties agree that any use of Confidential Information in violation of this Agreement
may cause the other party irreparable harm, and may leave it with no adequate remedy at law and shall, thereby,
entitle it to seek injunctive relief in any court with competent jurisdiction over the party or party’s Affiliate in violation.
18.
CHOICE OF LAW.
This Agreement is governed and construed in accordance with the laws of the State of
Michigan, without regard to principles of conflict or choice of laws.
The Parties hereby unconditionally and
irrevocably agree to submit to the exclusive jurisdiction of the state and federal courts of the State of Michigan.
19.
SURVIVAL.
Sections 1, 2, 3, 4, 5, 6, 17, 18, 19 and any sections (or parts thereof) which, by their nature, are
intended to survive termination shall survive termination of this Agreement.
20.
SEVERABILITY.
If a court finds any provision of this Agreement or any right or obligation invalid or unenforceable,
this Agreement shall be immediately deemed amended to: (i) include a provision that reflects the intent of the
parties, or, if (i) is not possible, (ii) to exclude such provision and the parties shall negotiate in good faith a
substitute provision that reflect the parties’ intent at the time of entering into the Agreement.
Bosch North America Mutual NDA rev.
2017.03.31.IPR-NA
Page 4 of 4
21.
ENTIRE AGREEMENT.
This Agreement contains the entire understanding between the parties regarding the
Confidential Information and supersedes all other communications, reports or understandings between the parties
in respect thereto.
No change or addition to any provision shall be binding unless it is in writing and signed by an
authorized representative of both parties.
All notices shall be in writing and delivered by electronic mail, registered
or certified mail (return receipt requested) to the appropriate address set forth in the signature block below.
22.
HEADINGS.
Headings in this Agreement are for reference only and shall not affect the meaning of the provisions.
23.
COUNTERPARTS.
This Agreement may be signed in two or more counterparts including signing facsimile copies.
Each counterpart is deemed an original and all counterparts together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused their authorized representatives to execute this Agreement as
of the date first written above.
Signature:
Signature:
Print Name:
Print Name:
Title:
Title:
Date:
Date:
Signature:
Print Name:
Title:
Date
Insert Full Name of Conterparty
Bosch Automotive Service Solutions Inc.
Revised January 29th, 2019
1
NON-DISCLOSURE AGREEMENT
Required Xnder JEA¶V Confidential Information Protection Program
THIS NON-DISCLOSURE AGREEMENT ("AgUeePeQW´) iV eQWeUed iQWR WhiV ______day of
__________ by and between JEA, located at 21 West Church Street, Jacksonville, Florida 32202 (the
³Discloser´), aQd ____________________________________________________________ with an address
at ______________________________________________ (Whe ³Recipient´) (hereafter Discloser and
Recipient shall be referred to as the PARTIES}.
WHEREAS,
the
Recipient
desires
to
work
with
the
discloser
and/or
view
______________________________________________________________________documents regarding
____________________________________ (the ³Transaction´); and
WHEREAS, the discloser is required by its internal policies, state and federal laws, rules, regulations
or standards to ensure that sensitive and confidential information is protected and not disclosed to the public;