EFTA01120002.pdf

MUTUAL CONFIDENTIALITY AGREEMENT This Agreement, dated and effective as of (the "Effective Date"), is made and entered into by and between and Gizmo Beverages, LLC. The parties agree as follows: 1. DEFINITIONS. purpose of enabling Recipient to more thoroughly evaluate a potential investment in Discloser. Recipient 1.1 "Confidential Information" means any trade will not use, disclose, disseminate or distribute any secrets or other information of Discloser, whether of a Confidential Information or Confidential Materials for technical, business or other nature (including, without any other purpose without the prior written consent of limitation, any information contained in any document Discloser. Without limiting the foregoing, Recipient provided by Discloser to Recipient for translation, will not use any Confidential Information or information relating to Discloser's technology, Confidential Materials to design, develop, provide or software, products, services, designs, methodologies, market any product or service that would compete with business plans, finances, marketing plans, customers, any product or service of Discloser, or assist any prospects or other affairs), that is disclosed in any person or entity who Recipient knows, or could manner to Recipient during the Term. Confidential reasonably know, to be engaged in any business which Information does not include any information that: (a) is competitive with any product or service in which is or was lawfully acquired by Recipient from a third Discloser is, or demonstrably expects in the future to party and is not subject to an unexpired obligation to be, engaged. such third party restricting Recipient's use or disclosure thereof; (b) is independently developed by 2.2 Recipient will protect any Confidential Recipient without reliance upon or use of the Information and Confidential Materials from any Confidential Information; or (c) is or has become unauthorized use, disclosure, copying, dissemination generally publicly available through no fault or action or distribution. Without limiting the foregoing, of Recipient. Recipient will: (a) make the Confidential Information 1.2 "Confidential Materials" means any and Confidential Materials available only to those of its employees, agents and other representatives who document, diskette, tape, writing or other tangible item have a need to know the same for the purpose specified that contains any Confidential Information, whether in printed, handwritten, coded, magnetic or other form in paragraph 2.1, who have been informed that the Confidential Information and Confidential Materials and whether delivered by Discloser or made by belong to Discloser and are subject to this Agreement, Recipient. and who have agreed or are otherwise obligated to 1.3 "Term" means the period beginning with comply with this Agreement; (b) not disclose the the Effective Date and ending five (5) years after either Confidential Information to any third party; (c) make party gives the other written notice of termination. or copy the Confidential Materials only as reasonably 2. RESTRICTIONS. required for the purpose specified in paragraph 2.1; (d) not deliver, distribute, display, demonstrate or 2.1 Confidential Information and Confidential otherwise make available the Confidential Materials to Materials are made available to Recipient solely for the any third party except as provided in clause (a) above; NDA v. 20 Page Ir EFTA01120002 (e) not reverse engineer, decompile or disassemble any 3. MISCELLANEOUS. computer program included in such Confidential 3.1 Recipient's obligations with respect to any Materials except to the extent permitted by law; and Confidential Information and Confidential Materials (t) not remove or obliterate markings (if any) on will survive any termination of the Term. Confidential Information indicating its proprietary or confidential nature. In any event, Recipient will be 3.2 In the event of any breach of this responsible for any breach of this Agreement by Agreement, Discloser may suffer irreparable harm and anyone receiving Confidential Information or have no adequate remedy at law. In such event or the Confidential Materials from or through Recipient. threat of any such event, Discloser will be entitled (in Recipient will, at its sole expense, take all-reasonable addition to any and all other remedies) to injunctive measures (including, but not limited to, court relief, specific performance and other equitable proceedings) to restrain prohibited or unauthorized remedies without proof of monetary damages or the disclosure or use of the Confidential Information or inadequacy of other remedies. Confidential Materials by anyone receiving the Confidential Information or Confidential Materials from or through Recipient. 3.3 The prevailing party will be entitled (in addition to any and all other remedies) to recover any 2.3 Notwithstanding paragraph 2.2, Recipient and all costs and expenses (including, without may disclose or produce any Confidential Information limitation, reasonable attorneys' fees) that it may incur or Confidential Materials if and to the extent required in connection with any legal action to enforce this by any discovery request, subpoena, court order or Agreement or to recover damages or other relief on governmental action, provided that Recipient gives account of any breach of this Agreement. Discloser reasonable advance notice of the same (e.g., so as to afford Discloser a reasonable opportunity to 3.4 The protections afforded to the Confidential appear, object and obtain a protective order or other Information and Confidential Materials under this appropriate relief regarding such disclosure). Agreement are in addition to, and not in lieu of, the protections afforded to the same under any applicable 2.4 All Confidential Information and trade secrets laws, including the Uniform Trade Confidential Materials are the property of Discloser. Secrets Act. This Agreement will not be interpreted or construed as granting any license or other right under any patent, 3.5 This Agreement will be interpreted, copyright, trademark, trade secret or other proprietary construed and enforced in accordance with the laws of right. Recipient will hold all Confidential Materials in the State of California without regard to its choice of trust for Discloser and will promptly destroy them or law principles to the contrary. Recipient hereby deliver them to Discloser upon the earlier of irrevocably consents to the jurisdiction and venue of Discloser's request or when they are no longer needed any state or federal court located in Los Angeles, for the purpose described in paragraph 2.1. Upon California, with regard to any legal action or Discloser's request, Recipient will certify its proceeding relating to this Agreement. destruction of such Confidential Information. 3.6 This Agreement will not be construed as an 2.5 Recipient will comply with any and all obligation by either party to enter into a contract, applicable laws relating to the use, disclosure, copying, subcontract, or other business relationship. dissemination and distribution of any Confidential 3.7 This Agreement may not be amended, Information or Confidential Materials (including, but except by a writing signed by both of the parties. not limited to, any and all laws relating to Discloser's proprietary rights or the export of any technical data included in such Confidential Information). NDA v. 2.0 I EFTA01120003 Gizmo Beverages, LLC 900 S. Main Street, Penthouse Los Angeles, CA 90015 By: Don Park By: Its: Founder Its: NDA v. 2.0 EFTA01120004