OVERTHROW NDA OVERTHROW NDA 2024Please enable JavaScript in your browser to complete this form.Name *FirstLast Email * NON DISCLOSURE AGREEMENT This Non-Disclosure Agreement (hereinafter “Agreement”) by and between Overthrow New York Limited (hereinafter “Disclosing Party”) and _________ (hereinafter “Receiving Party”) (collectively, “Parties”) is effective as of _______________ WHEREAS, The Agreement is entered into to prevent the unauthorized disclosure, dissemination or transmission of the Proprietary Information (defined below) of Disclosing Party which may be disclosed to Receiving Party solely for the purpose of pursuing or establishing a business, employment, or independent contractor relationship, seeking counsel or business advice or negotiating a contract between the Parties. Disclosing Party’s confidential proprietary trade secret information (Proprietary Information) consists of information and materials that are valuable and not generally known by Disclosing Party’s competitors or others in the marketplace. Proprietary Information includes, but is not limited to: any and all documents, contracts, operating manuals, sales material not distributed to the public, any and all other documents or materials that Disclosing Party has developed, whether internally or externally, and any documents or materials that Disclosing Party may treat as confidential. any and all information concerning Disclosing Party’s current, future or proposed products or services, including, but not limited to, formulas, recipes, designs, devices, specifications, notebook entries, technical notes and graphs, computer printouts, memoranda and correspondence, data, computer code, industry data, and product development agreements and related agreements. information and materials relating to Disclosing Party’s purchasing, accounting, and marketing, including, but not limited to, marketing plans, sales data, business methods and models, unpublished promotional material, cost and pricing information, and customer, client, or vendor lists. any and all information and derivative information of Disclosing Party’s prior work product, including but not limited to, business arrangements, models, plans, technical specifications, and drafting. any and all financial information, statements, accounts payable or receivable, and investor relations materials of Disclosing Party. This agreement does not apply to any information that: was in Receiving Party’s possession or was known to Receiving Party, without an obligation to keep it confidential, before such information was disclosed to Receiving Party by Disclosing Party; is or becomes public knowledge through a source in lawful possession other than Receiving Party and through no fault of Receiving Party; is or becomes lawfully available to Receiving Party from a source other than Disclosing Party; or is disclosed by Receiving Party in an instance granted approval by prior written notice from Disclosing Party. Receiving Party agrees to use Proprietary Information solely for the investigation and review of Proprietary Information in furtherance of pursuing an investment opportunity or strategic relationship in and with Disclosing Party. Receiving Party agrees not to disclose Proprietary Information to any third party or to any of its affiliates, employees or agents unless said party is advised of the confidential nature of Proprietary Information and the disclosure is reasonable to conduct the above mentioned purpose. The Receiving Party agrees to retain the Proprietary Information of the Disclosing Party in confidence and to exercise towards it at least the same degree of care and protection that it takes to safeguard its own Proprietary Information. The Proprietary Information, or any part thereof, whether capable of being copyrighted, patented, or otherwise registered at law, or not, is for the purposes of this Agreement acknowledged by the Receiving Party as being the sole property of the Disclosing Party. Nothing in this Agreement shall be construed as granting to the Receiving Party any rights by license or otherwise, express or implied, to or in any of the Disclosing Party’s patents, non-patented inventions or other intellectual property. Disclosing Party warrants only that it has the right to disclose Proprietary Information. No other representation or warranty is made by the Disclosing Party with respect to information disclosed. This Agreement shall remain in force and effect throughout the period in which the recipient is actively engaged in the execution of the Purpose and the perpetual going concern of the Disclosing Party Promptly upon the termination of this Agreement, unless otherwise agreed in writing by both Parties, the Receiving Party shall destroy or return to the other Party all Proprietary Information of the other party that it has received or that is in its possession, together with all copies thereof, and will immediately cease to make further use or disclosure of such Proprietary Information. The Parties mutually agree that they will not, and that they will not cause any other person to, for a period of eighteen (18) months from the date hereof, directly or indirectly solicit for employment or employ, any person who is now an officer, director or employee of the other Party or any of its subsidiaries or affiliates or induce or seek to induce any such officer, director or employee of the other party or any of its subsidiaries and affiliates to leave such office, directorship or employment; provided, however, that this paragraph shall not apply to (a) any general solicitation of employment by means of advertisements, public notices, or internal or external websites or job search engines that is not specifically targeted at such persons or (b) any referral to a Party by search firms, employment agencies, or similar entities, provided that such entities have not been specifically instructed by the Party to solicit officers, directors or employees of the other Party, nor to the hiring of any such officer, director or employee as a result thereof. Nothing herein (including the exchange of Proprietary Information hereunder) shall be deemed as obligating the Parties to enter into any business relationship with respect to the Project or otherwise. Each Party shall fully indemnify the other against any and all reasonably foreseeable actions, claims, liability, costs, damages, charges and expenses suffered or incurred in connection with or arising out of any breach by a Party of any of the provisions of this Agreement or by any unauthorized disclosure or use of Proprietary Information by a third party or by any employee of any party to whom Proprietary Information has been disclosed or who has been allowed access thereto and acknowledges and confirms that a breach of its obligations hereunder cannot be compensated adequately by an award of damages or indemnity or other pecuniary remedy but the other Party shall also be entitled in the event of any such breach to the remedies of injunction specific performance or other equitable relief in respect of any such breach. Nothing in this Clause 10 shall be construed as a waiver by either Party of any of its rights including rights to damages or indemnity or other pecuniary remedy. This Agreement shall be governed by and construed in accordance with the laws of New York State. Any dispute arising under or in connection herewith shall be presented in and determined by these courts exclusively. If any provision of the Agreement is or becomes illegal, invalid or unenforceable in any jurisdiction, that shall not affect: (1) the validity or enforceability in that jurisdiction of any other provision of the Agreement; or (2) the validity or enforceability in other jurisdictions of that or any other provision of the Agreement If a court finds any provision of this Agreement invalid or unenforceable, the remainder of this Agreement shall remain unaffected and enforceable. To the extent that any provision of the Agreement shall be found invalid the court may in its discretion “blue pencil” the provision to best effectuate the intent of the Agreement, or simply strike the invalid clause(s). IN WITNESS WHEREOF: this Agreement has been signed by each of the Parties hereto. For and on behalf of Overthrow New York Limited Name: Joseph Goodwin, CEO Date: Signature: For and on behalf of Receiving Party Name: Date: On behalf of: Signature: I HAVE READ AND AGREE TO ABOVE TERMS * YES Date / TimeDateTimeSIGN HERE _ I HAVE READ AND AGREE TO ABOVE TERMS* Clear Signature Required* Submit