Concept Designs

This Non-Disclosure Agreement (this “Agreement”) is made effective as of the last date signed below (the “Effective Date”), by the undersigned (the “Receiving Party”), an individual, limited liability company, group, or corporation, in favor and for the benefit of QUINT GROUP OHIO, INC., an Ohio Corporation, and all corporations formed therewith and affiliates and subsidiaries thereof (collectively, the “Disclosing Party”). The Disclosing Party and Receiving Party may each be referred to herein as a “Party” and collectively as the “Parties.” The parties agree to enter into a confidential relationship with respect to preventing the unauthorized disclosure of certain proprietary and confidential information (the “Confidential Information”), as defined below. 1. Confidential Information. For purposes of this Agreement, “Confidential Information” shall include all information or material, verbal, written, or otherwise, that has or could have commercial value or other utility or is in any way related to the innovation, technical data, plans, contracts, vendors, contacts, design, process, procedures, policies, ideas, formula, or other information disclosed to the Receiving Party by the Disclosing Party. Confidential Information shall include but not be limited to construction and development plans and information or data relating to development and economic development by Disclosing Party, as well as intellectual property of the Disclosing Party. 2. Obligations of Receiving Party. The Receiving Party shall hold and maintain the Confidential Information of the Disclosing Party in strictest confidence for the sole and exclusive benefit of the Disclosing Party. The Receiving Party shall carefully restrict access to any such Confidential Information to persons bound by a similar Non-Disclosure Agreement and only as expressly permitted by the Disclosing Party. The Receiving Party shall not, without prior written approval of the Disclosing Party, use for the Receiving Party’s own benefit, publish, copy, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of the Disclosing Party, any of the Confidential Information. The Receiving Party shall return to Disclosing Party any and all electronic copies, records, notes, and other written, printed, or tangible materials in its possession pertaining to the Confidential Information immediately on the request of Disclosing Party. Confidential Information may not be directly or indirectly disclosed, reproduced, summarized, or distributed by the Receiving Party. 3. Term. This Agreement and Receiving Party’s duty to hold Confidential Information in confidence shall remain in effect until whichever of the following occurs first: (a) Disclosing Party sends Receiving Party written notice releasing it from this Agreement, or (b) Confidential Information disclosed under this Agreement ceases to be confidential. 4. No Rights Granted. This Agreement does not constitute a grant or an intention or commitment to grant any right, title or interest in the Disclosing Party’s innovations, intellectual property, or the Confidential Information, to Receiving Party. This Agreement does not constitute a license to use the Disclosing Party’s innovations, intellectual property, or the Confidential Information, to Receiving Party. 5. Breach of Confidentiality. The Parties agree and acknowledge that Receiving Party’s breach of this Agreement would result in severe and irreparable injury to the Disclosing Party and would require immediate necessary action on the part of the Disclosing Party. The Parties further agree that such injury cannot be adequately compensated by the breach fee alone or by an award of money damages, and the Parties therefore agree and acknowledge that the Disclosing Party shall be entitled to injunctive relief in the event of any breach of this Agreement, or to enjoin or prevent such a breach, including without limitation an action for specific performance hereof, and the Receiving Party hereby irrevocably consents to the issuance of any such injunction. a. The Receiving Party shall notify the Disclosing Party promptly upon discovery of any unauthorized use or disclosure of Confidential Information, or any other breach of this Agreement, and will cooperate with the Disclosing Party in every reasonable way to help the Disclosing Party regain possession of such Confidential Information and prevent its further unauthorized use. Upon termination of this Agreement or upon the Disclosing Party’s request, the Receiving Party shall return all originals, copies, reproductions, and summaries of Confidential Information, or at the Disclosing Party’s option, certify to the Disclosing Party in writing as to the destruction of the same. 6. Miscellaneous a. Disclosing Party owns all rights, title, and interest, including all copyrights, in and to all intellectual property created by, under, or as a result of the Confidential Information made the subject of this Agreement, including any documents, charts, graphs, advertisements, drawings, engineering, plans, taglines, mottos, characters, names, copy, art, logos, animation, systems, programs, applications, websites, and applications. b. If the Receiving Party is requested or required by applicable law, regulation, or legal process (including subpoena, civil investigative demand, or other similar process) to disclose any of the Confidential Information, the Receiving Party shall provide the Disclosing Party with prompt notice of any such request or requirement so that the Disclosing Party may seek an appropriate remedy. c. Receiving Party agrees that, during the term of this Agreement and for the twelve (12) month period following termination of this Agreement, it will not, directly or indirectly, solicit, recruit, or hire any employee, contractor, vendor, or affiliate of Disclosing Party for the purpose of being contracted with, affiliated with, or employed (whether as an employee, independent contractor or otherwise) by it or any other entity. d. This Agreement shall be interpreted in accordance with the substantive laws of the state of Ohio without regard to conflict of law’s provisions. Any claim or controversy arising out of this Agreement shall be settled exclusively by the Courts of Cuyahoga County, Ohio. e. If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect. f. This Agreement constitutes the entire understanding between the Parties with respect to the subject matter contained herein. No amendment or modification of this Agreement shall be valid or binding on the Parties unless made in writing and executed on behalf of each Party by its duly authorized representative. By your indication below and electronic signature hereon, you agree to keep the Confidential Information confidential to the same extent as you keep sensitive information with regard to your own internal affairs confidential.