3-NDA 3.7.25.pdf

NDA GC Approved Updated 07.29.2021

MUTUAL NONDISCLOSURE AGREEMENT

This Mutual Nondisclosure Agreement (this "Agreement") is made and entered into as of the date of signature execution by and between Florida Virtual School (FLVS), a body politic corporate and political subdivision of the State of Florida, and ______________________________, _______________________________ (referred to from this point as "Company"), collectively referred to hereinafter as “Parties” or “Party”. FLVS and the Company agree as follows:

1. Purpose. The Parties wish to explore a potential business opportunity of mutual interest and in connection with this opportunity, each Party may disclose to the other certain confidential technical and business information that the disclosing Party desires the receiving Party to treat as confidential.

2. "Confidential Information" means any information disclosed by either Party to the other Party, or its shareholders, members, partners, directors, managers, members, officers, employees, agents or affiliates either directly or indirectly, in writing, orally or by inspection of tangible objects (including without limitation documents, prototypes, samples, plant and equipment), which is designated as "Confidential," "Proprietary" or some similar designation. Information communicated orally shall be considered Confidential Information if such information is confirmed in writing as being Confidential Information within a reasonable time after the initial disclosure.

Confidential Information may also include information disclosed to a disclosing Party by third parties. Confidential Information shall not, however, include any information which: (i) was publicly known and lawfully made generally available in the public domain prior to the time of disclosure by the disclosing Party; (ii) becomes publicly known and made lawfully generally available after disclosure by the disclosing Party to the receiving party through no action or inaction of the receiving Party; (iii) is already lawfully in the possession of the receiving Party at the time of disclosure by the disclosing Party as shown by the receiving Party’s files and records immediately prior to the time of disclosure; (iv) is obtained by the receiving Party from a third party without a breach of such third party’s obligations of confidentiality or of law; (v) is independently developed by the receiving Party without use of or reference to the disclosing Party’s Confidential Information, as shown by documents and other clear and convincing competent evidence in the receiving Party’s possession; or (vi) is required by law to be disclosed by the receiving Party, provided that the receiving Party gives the disclosing Party prompt written notice of such requirement prior to such disclosure and assistance in obtaining an order protecting the information from public disclosure.

3. Non-use and Non-disclosure. Each Party agrees it, and its shareholders, members, partners, directors, managers, members, officers, employees, agents and affiliates, shall not use the Confidential Information of the other Party for any purpose except to evaluate and engage in discussions concerning a potential business relationship between the Parties. Each Party agrees not to disclose any Confidential Information of the other Party to third parties or to such party’s shareholders, members, partners, directors, managers, members, officers, employees, agents or affiliates, except to those employees of the receiving Party who are required to have the information in order to evaluate or engage in discussions concerning the contemplated business relationship.

Neither Party shall reverse engineer, disassemble, or decompile any prototypes, software or other tangible objects which embody the other Party’s Confidential Information, and which are provided to the Party hereunder.

4. Maintenance of Confidentiality. Each Party agrees that it shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of the other Party. Without limiting the foregoing, each Party shall take at least those measures that it takes to protect its own most highly confidential information and shall ensure that any individual or entity that has access to Confidential Information of the other Party signs a non-use and non-disclosure agreement with protections at least as stringent as that in this Agreement, prior to any disclosure of Confidential Information to any such individual or entity. Neither Party shall unnecessarily duplicate the Confidential Information and shall reproduce the other Party’s proprietary rights notices on any such approved copies, in the same manner in which such notices were set forth in or on the original. The Parties agree that the maintenance of duplicate electronic copies of Confidential Information within each of their ordinary and respective electronic backup systems and disaster recovery systems shall be permissible under this Agreement.

5. No Obligation. Nothing herein shall obligate either Party to proceed with any transaction between them, and each Party reserves the right, in its sole discretion, to terminate the discussions contemplated by this Agreement concerning the business opportunity.

6. No Warranty. ALL CONFIDENTIAL INFORMATION IS PROVIDED "AS IS". EACH PARTY MAKES NO WARRANTIES, EXPRESS, IMPLIED OR OTHERWISE, REGARDING ITS ACCURACY, COMPLETENESS OR

PERFORMANCE.

7. Return of Materials. All documents and other tangible objects containing or representing Confidential Information which have been disclosed by either Party to the other Party, and all copies thereof which are in the possession of the other Party, shall be and remain the property of the disclosing Party and shall be promptly returned to the disclosing Party upon the disclosing Party’s written request.

8. No License. Nothing in this Agreement is intended to grant any rights to either Party in any intellectual property, other than the right to view materials under the terms of this Agreement, nor shall this Agreement grant any Party any additional rights in or to the Confidential Information of the other Party except as expressly set forth herein.

9. Term. The obligations of each receiving Party hereunder shall survive until such time as all Confidential Information of the other Party disclosed hereunder becomes publicly known and made generally available through no action or inaction of the receiving Party.

10. Remedies. Each Party agrees that any violation or threatened violation of this Agreement may cause irreparable injury to the other Party, entitling the other Party to seek injunctive relief in addition to all legal remedies.

11. Solicitation of Employees. Each Party (FLVS and Company) agrees that, during the Term of this Agreement and for a period of twelve months following the termination of this Agreement for any reason, such Party shall not, directly or indirectly, on its own behalf for as a representative of any other person or entity, knowingly solicit or induce any employee of the other Party to terminate his or her employment relationship or to enter into employment with any other person or entity.

12. Public Records. This Agreement shall be subject to Florida's Public Records Laws, Chapter 119, Florida Statutes. Company understands the broad nature of these laws and agrees to comply with Florida's public records laws and laws relating to records retention. In compliance with Section 119.0701, Florida Statutes, Company agrees to:

a. Keep and maintain public records required by the FLVS in order to perform the Services.

b. Upon request from FLVS's custodian of public records, provide FLVS with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in the Chapter 119, Florida Statues or as otherwise provided by law.

c. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the Agreement term and following completion of the Agreement if the Company does not transfer the records to FLVS.

d. Upon completion of the Agreement, transfer, at no cost, to FLVS all public records in possession of the Company or keep and maintain public records required by FLVS to perform the Service. If the Company transfers all public records to FLVS upon completion of the Agreement, the Company shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Company keeps and maintains public records upon completion of the Agreement, the Company shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to FLVS, upon request of FLVS's custodian of public records, in a format that is compatible with the information technology systems of FLVS.

IF THE COMPANY HAS QUESTIONS REGARDING THE

APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE

COMPANY’S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO

THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC

RECORDS AT, CustodianofRecords@flvs.net, OR BY PHONE 407-

409-2879, OR BY MAIL TO: 5422 CARRIER DRIVE, SUITE 201,

ORLANDO, FL 32819

mailto:CustodianofRecords@flvs.net

13. Miscellaneous. This Agreement may be executed in one or more counterparts, each of which shall be an original and all of which together shall constitute one instrument. This Agreement shall bind and inure to the benefit of the Parties hereto and their successors and assigns. This Agreement shall be governed by the laws of the State of Florida, without reference to conflict of laws principles. In any action arising out of or related to this Agreement, the Parties hereto consent to the exclusive jurisdiction and venue in the courts located in the Orange County of Florida. This document contains the entire agreement between the Parties with respect to the subject matter hereof, and neither Party shall have any obligation, express or implied by law, with respect to trade secret or proprietary information of the other Party except as set forth herein. Any failure to enforce any provision of this Agreement shall not constitute a waiver thereof or of any other provision. This Agreement may not be amended, nor any obligation waived, except by a writing signed by both Parties hereto.

IN WITNESS WHEREOF, the Parties have caused this Mutual Nondisclosure Agreement to be executed by their duly authorized representatives as of the date first written above.

Florida Virtual School

Signature:

Print Name: Louis J. Algaze, Ph.D.

Title: President and CEO

Date:

Approved as to form: ____________________________

FLVS Office of General Counsel

Company

Signature:

Print Name:

Title:

Company Name

Phone Number:

Email:

Date: