NONDISCLOSURE AGREEMENT
This Nondisclosure Agreement (this “Agreement”) is entered into as of ______________, 200__, by and between ___________________ (the “Recipient”) and GAMER PACKAGING, INC. (the “Company”).
1. Engagement. Recipient wishes to engage in **[performing consulting services]** for the Company. In connection with such engagement, the Company may disclose to Recipient, certain confidential and proprietary technical and business information that Recipient will treat as confidential pursuant to the terms hereof.
2. Confidential Information. “Confidential Information” means any information that the Company regards as confidential or proprietary and wishes to protect from unauthorized disclosure. Confidential Information includes, without limitation, any information that is disclosed by the Company to Recipient (including, without limitation, to any of its directors, officers, employees, representatives, professional advisers, or other agents (collectively, “Representatives”)) by the Company or any of its Representatives, whether in writing, orally, by inspection of objects (including, without limitation, documents, intellectual property, intangible property, customer names, customer lists and customer data) or otherwise. Confidential Information does not, however, include any information that:
(a) was publicly known and made generally available in the public domain prior to the time of disclosure to Recipient by the Company;
(b) becomes publicly known and made generally available after disclosure through no action or inaction of Recipient or its Representatives;
(c) was already in the possession of Recipient at the time of disclosure, as shown by Recipient’s files and records immediately prior to the time of disclosure; or
(d) is later disclosed to Recipient by a third party under no obligation of confidentiality to the Company and without violation of this Agreement.
3. Non-use and Nondisclosure. Recipient will not use or disclose to any individual, entity or organization, any Confidential Information for any purpose, except for the purposes described in Section 1 above.
4. Maintenance of Confidentiality. Recipient will use the same degree of care (but no less than a reasonable degree of care) to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information as Recipient employs with respect to its own confidential and proprietary information. Without limiting the foregoing, Recipient will ensure that its Representatives who have access to Confidential Information abide by the non use and nondisclosure provisions of this Agreement. Recipient will notify the Company if it becomes aware of any unauthorized use or disclosure of the Confidential Information.