Verizon Wireless' NDA

Published June 5, 2008 (Vol. 29, No. 12) 

Mutual Nondisclosure Agreement 

This Agreement (“Agreement”), effective when executed by both parties, is made between _____________, with offices at ______________ (“Company”), and Cellco Partnership d/b/a Verizon Wireless, a Delaware general partnership, having an office and principal place of business at One Verizon Way, Basing Ridge, NJ 07920 (“Verizon Wireless”), to protect Confidential Information (hereafter defined) to be disclosed by the parties to each other in furtherance of the request from ____________ (“Customer”), a customer of Verizon Wireless, in relation to Company’s conversion of invoices to electronic media, including but not limited to, receiving invoices via electronic transmission on behalf of Customer (the “Purpose”).
 
1. To facilitate discussions, meetings and the conduct of business between the parties with respect to the Purpose described above, it may be necessary for one party to disclose confidential information to the other. All information of any type or character that is either disclosed to the other party or with which the other party comes into contact shall be considered as the confidential information of the disclosing party including without limitation contract terms, pricing (standard and non-standard), technical, customer, personnel and/or business information in written, graphic, oral or other tangible or intangible form (“Confidential Information”). Such Confidential Information may include proprietary material as well as material subject to and protected by laws regarding secrecy of communications or trade secrets and shall be limited as set forth in this Agreement.
 
2. Unless terminated earlier by written notice, the term of this Agreement shall be valid until December 31, 2010, unless extended in writing by both parties. The obligations with respect to Confidential Information shall extend for a period of two (2) years following the date of termination or expiration of the Agreement, except, however, that Verizon Wireless customer information shall remain confidential forever.
 
3. Each party acknowledges and agrees as follows:
 
a. All Confidential Information acquired by either party from the other shall be and shall remain the exclusive property of the source;
b. To inform the receiving party, in advance of any disclosure of Confidential Information, in non-confidential and non-proprietary terms, of the nature of the proposed disclosure, and to afford the receiving party the option to receive the Confidential Information;
c. Information which is disclosed orally shall not be considered Confidential Information unless it is reduced to writing or to a written summary which identifies the specific information to be considered as Confidential Information, and such writing is provided to the receiving party at the time of disclosure or within thirty (30) days;
d. To receive in confidence any Confidential Information; to use such Confidential Information only for purposes of work, services or analysis related to the Purpose described above and for other purposes only upon such terms as may be agreed upon between the parties in writing;
e. To limit access to such Confidential Information to a party’s employees, contractors, and agents who (i) have a need to know the Confidential Information in order for such party to participate in the Purpose described above; and (ii) have also entered into a written agreement with the receiving party which provides the same or greater protections to any Confidential Information provided hereunder; and
f. At the disclosing party’s request, to return promptly to the disclosing party or to destroy any copies of such Confidential Information that is in written, graphic or other tangible form, and provide to the disclosing party a list of all such material destroyed.
 
4. These obligations do not apply to Confidential Information which as show by reasonably documented proof:
a. Was in the other’s possession prior to receipt of the disclosing party; or
b. Was received by one party in good faith from a third party not subject to a confidential obligation to the other party; or
c. Now is or later becomes publicly known through no breach of confidential obligation by the receiving party; or
d. Is disclosed to a third party by the source without a similar nondisclosure restriction; or
e. Was developed by the receiving party without the developing person(s) having access to any of the Confidential Information received from the other party; or
f. Is authorized in writing by the disclosing party to be released or is designated in writing by that party as no longer being confidential or proprietary.
 
5. Company agrees that Verizon Wireless may disclose Confidential Information to an Affiliate, subject to the terms and conditions set forth herein. For purposes of this agreement, an Affiliate shall be defined as an entity that controls, is controlled by, or is under common control with Verizon Wireless.

6. Other than as required by law or set forth in 3(e), neither party shall, without the other party’s prior written consent, disclose to any person, or make a public announcement of, the existence of discussions on negotiations or any of the terms relating to the Purpose described above or any Confidential Information.

7. It is agreed that a violation of any of the provisions of this Agreement will cause irreparable harm and injury to the non-violating party and that party shall be entitled, in addition to other rights and remedies it may have at law or in equity, to an injunction enjoining and restraining the violating party from doing or continuing to do any such act and any other violations or threatened violations of this Agreement. Absent a showing of willful violation of this Agreement, neither party shall be liable to the other, whether in contract or in tort or otherwise, for special, indirect, incidental or consequential damages including lost income or profits of any kind, even if such party has been advised of the possibility thereof. In no event shall either party be liable to the other for punitive or exemplary damages.

8. Neither disclosure of Confidential Information nor this Agreement shall be construed as a license to make, use or sell the Confidential Information or derived products. Neither this Agreement nor provision of Confidential Information pursuant to it shall be construed as an agreement, commitment, promise or representation by either party to do business with the other or to do anything except as set out specifically in this Agreement.

9. The construction, interpretation and performance of this Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to any conflicts of law principles and subject to the exclusive jurisdiction of its federal or state courts in New York.

10. If any provision of this Agreement shall be invalid or [un]enforceable, then such invalidity or unenforceability shall not invalidate or render unenforceable the entire Agreement. The entire Agreement shall be construed as if not containing the particular invalid or unenforceable provision or provisions, and the rights and obligations of the parties shall be construed and enforced accordingly.

11. This Agreement may be executed originally or by facsimile, and in counterparts, each of which shall be deemed an original and such counterparts together shall constitute one and the same instrument. When so executed and delivered by each party to the other, this Agreement shall become binding.

12. This Agreement is the entire agreement between the parties with respect to nondisclosure of Confidential Information pertaining to the Purpose stated above and supersedes all prior agreements and understandings with respect to this subject. This Agreement may be amended only by written agreement executed by both parties. This Agreement shall not be assigned or transferred by either party without the prior written consent of the other. This Agreement shall be binding on successors and permitted assigns of the parties.
 
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives.