NON DISCLOSURE AGREEMENT (NDA)
1. Effective October 21st 2011, any user of the document management system and collaboration tool located at euniversity.everburninglight.org hereinafter referred to as (DISCLOSER), can disclose to the other users of the document management system and collaboration tool located at euniversity.everburninglight.org (RECIPIENTS) certain confidential information which RECIPIENTS acknowledge to be of a confidential character, such as information relating to "Royal Raymond Rife related technology and its possible modern explanations" developed by the DISCLOSER ("Confidential Information"). Each DISCLOSER is tracked by the document management system and collaboration tool, which is a non public system, in every post that comes from him and is presented to the RECIPIENTS. If the disclosed Confidential Information is known by more than one users, they can agree to appoint all their names in the "author" field of the software, to ensure that proper recognition is granted.
2. RECIPIENTS accept this Confidential Information for the sole purpose of evaluating the same for its own contemplated use and hereby agrees not to make use of the disclosed Confidential Information, except for such purpose as evaluation, or to disclose the same to any third party or parties without the written prior consent of DISCLOSER. All such disclosures shall be in writing. All oral disclosures to RECIPIENTS which are then summarized in writing within thirty (30) days are also covered by this Agreement. RECIPIENTS shall protect said Confidential Information with the same degree of care as it applies to protect its own. The Confidantial Information should be communicated or discussed only through the system appointed by eUniversity. Should a different system be used (emails, etc.), the same rules apply.
3. RECIPIENTS should advise DISCLOSER in writing as to their interest in negotiating an agreement to allow RECIPIENTS' use of the disclosed Confidential Information beyond evaluation. Should DISCLOSER independently agree to so negotiate with RECIPIENTS, the parties will commence good faith negotiations upon DISCLOSER written notification to RECIPIENTS.
4. If the period for evaluation has expired, or the RECIPIENTS have notified DISCLOSER in writing that they are no longer interested in continuing with the evaluation, or if negotiations between the parties have commenced but DISCLOSER has notified RECIPIENTS in writing that in DISCLOSER sole discretion a satisfactory agreement cannot be reached, then RECIPIENTS will promptly return to DISCLOSER within thirty (30) days all Confidential Information and copies thereof, including written documentation, drawings, photographs, models, and specimens, less those specimens necessarily consumed in evaluation, and will keep only one copy thereof for the sole purpose of documenting this Confidential Information to RECIPIENT, and which will be maintained in confidence by RECIPIENTS for the life of the Agreement as specified in Paragraph 9 below.
5. It is recognized that RECIPIENTS may be required to disclose such Confidential Information to employees, for purposes of evaluation. RECIPIENTS will exercise reasonable care in the selection of such employees, and will fully advise all such persons of the confidentiality of this Confidential Information and shall secure the agreement of all such persons to comply with the terms and conditions of this Agreement. The number of such employees will be limited to those who need to know for said evaluation purposes.
6. Notwithstanding the above, RECIPIENTS shall have no obligation hereunder to refrain from disclosing specific information if and when a patent is issued covering such Confidential Information or it goes into the public domain, provided that a proper reference to the DISCLOSER is always given. Further, RECIPIENTS shall have no obligation hereunder to refrain from disclosing or using the following information: (a) Information which is generally available to the public at the time of this disclosure and is not directly involved in the processes and models covered by the Confidential Information; the public information should not be used in such a manner to break the Confidential Information and render it void; (b) Information which thereafter is disclosed to the undersigned by third parties as a matter of right; (c) Information which has been independently developed by RECIPIENTS.
7. In any event, it is understood that DISCLOSER does not release RECIPIENTS from any liabilities based upon any copyright or patent or other rights it now possesses or may acquire concerning such Confidential Information. No license or other right under any U.S. or foreign patent, copyright, or know-how is granted or implied by this Agreement.
8. The interpretation and validity of this Agreement and the rights of the parties shall be governed by the laws of the State of the DISCLOSER.
9. The period of this Agreement is perpetual.
10. The above constitutes the full and complete Agreement in this matter by and between the parties hereto. IN WITNESS WHEREOF, every DISCLOSER and RECIPIENT can access the data of each user of the document management system and collaboration tool located at euniversity.everburninglight.org. Acceptance of the present Agreement means acceptation that every user of the system might be either DISCLOSER or RECIPIENT and fall under the rules here defined.
11. RECIPIENTS are prohibited to build and sell commercial products coming from the ideas and documents of DISCLOSERS, unless a specific agreement is reached among the parties.
12. Where not differently explicitly specified, all the information will be exclusive property of eUniversity. Permission is granted to eUniversity to use such information at its sole discretion.