CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT
Leatt Corporation
And any of Leatt Corporation’s subsidiaries, including Two Eleven Distribution, LLC will be herein referred to as Leatt, with its offices located at:
9555 N . Virginia Street
Reno, Nevada
89506
And
_____________________(insert name), hereinafter referred to as Business Partner, with residential address as follows:
_____________________
_____________________
_____________________ (Mobile)
Hereinafter referred to as individually or collectively “Party” or “Parties”.
PREAMBLE
Whereas the Parties hereto acknowledge that:
• Business Partner will be exposed to the Proprietary Information (as defined below) of Leatt;
• Leatt desires to keep their Proprietary Information confidential during and after conducting such business with the Business Partner, and
• Leatt wants to avoid any misuse of such Proprietary Information.
NOW, THEREFORE, for good and valuable consideration, including the mutual covenants, rights and obligations set forth in this Agreement, Leatt and Business Partner hereby covenant and
agree as follows:
1 . Leatt shall provide the Business Partner with access to Proprietary Information regarding the following project (the “Project"):
TESTING AMERICAN FOOTBALL PROTECTIVE GEAR
2 . For purposes of this agreement “Proprietary Information” shall mean the technical data, trade secrets, patents, know-how, research, product plans, prototypes, product feedback,
products, quality control measures, production mechanism, pricing structures, cost structures, services, ideas, works of authorship, improvements, discoveries, customer or contact lists,
customers or clients, client information, employee information, potential clients, source and object codes, programs, markets, software, developments, inventions, processes, formulas,
technology, designs, drawings, engineering, hardware configuration information, sales forecasts, marketing, finances, business plans, licenses, suppliers, suppliers’ terms, prices and costs,
information regarding the skills and compensation of other employees, and other business information of the Leatt that is not in the public domain.
3 . The Business Partner hereby undertakes to keep strictly confidential any and all Proprietary Information that it has directly or indirectly received, or shall in the future receive, from the
Leatt and shall use such Proprietary Information only in connection with the Project. The Business Partner further undertakes not to share this Proprietary Information with any third party
and shall take all reasonable measures in order to avoid any access of third parties to such Proprietary Information.
4. Proprietary Information as defined in Section 2 above, shall also include:
• Know-how as well as all results which has been or will be achieved or used in connection with the Project;
• Pricing and costs structure the Project;
• Corporate information of Leatt®;
• The envisaged time schedules, target requirements and ideas for the execution of the Project; and
• Any other information which is not publicly available and which the Business Partner has received or will receive in connection with the Project.
5. The confidentiality obligations under this Agreement shall also apply to all the Business Partner’s employees, their consultants and any other person who may be involved in the Project on
behalf of the Business Partner, regardless of kind and legal basis of the respective cooperation. The Business Partner hereto undertakes to impose the confidentiality obligations hereunder
on such employees and persons (if that is not yet the case).
6 . All right, title and interest in and to all Proprietary Information is and will remain the exclusive property of Leatt. Except for the limited right to use information in connection with the
Project, neither the disclosure of information nor the signing of this Agreement shall be construed to convey any rights to or license of any intellectual property rights of Leatt in respect of
the Proprietary Information (in particular with respect to know-how, patents filed or registered, copy rights or other intellectual property rights).
7 . To the extent that any Project involves the creation of intellectual property, unless otherwise agreed in a prior writing, such intellectual property shall belong to Leatt and shall be part of
the Proprietary Information.
8 . The confidentiality obligations under this Agreement shall remain binding during the term of this Project and for a period of FIVE (5) years after the termination of this Project.
9 . The confidentiality obligations under this Agreement shall not apply to the extent that the respective information:
• is publicly available; or
• becomes publicly available without fault of the Business Partner: or
• was lawfully received from any third party; or
• is known to or independently developed by the Business Partner
The party that relies on one or more of the exceptions as laid down in this Section 9 will have to prove the alleged underlying facts.
10 . This agreement and all rights and obligations of the parties hereunder, including matters of construction, validity and performance, shall be governed by the laws of the State of
California.
11 . The Business Partner shall be liable for all costs on an attorney-and-own client scale (including legal and miscellaneous costs) incurred by Leatt® due to the Business Partner infringing
Leatt®’s rights derived from their relationship and/or breaching this contract. These costs described in this clause will include all costs related to Leatt® enforcing and protecting their rights
and claiming damages due to the Business Partner’s infringing their rights.
12 . Should any provision of this Agreement be or become invalid or unenforceable, this shall not affect the validity of the remainder of the Agreement. The Parties undertake in good faith to
replace to the extent reasonable the invalid or unenforceable provision by a valid and enforceable one that achieves the same commercial purpose provided that the content of this
Agreement is not thereby materially changed.