This Nondisclosure Agreement (this “Agreement”) is made and entered into by and between Direct Communication Solutions, Inc., a Delaware corporation (“DCS”), having an address of 17150 Via del Campo, Suite 200, San Diego CA, 92127 and , having an address of (the “Recipient”).   

DCS and Recipient agree as follows:

  1. Purpose.  The parties wish to explore a business opportunity of mutual interest and in connection with this opportunity; DCS may disclose to Recipient certain confidential technical, financial and business information which DCS desires Recipient to treat as confidential.
  2. Confidential Information” means any information, including, but not limited to, any technical data or know-how, including, but not limited to, that which relates to research, product plans, products, services, customers, markets, software, developments, inventions, processes, designs, drawings, engineering, hardware configuration information, marketing or finances, disclosed by either party to the other party, either directly or indirectly, in writing, orally or by inspection of tangible objects (including without limitation documents, prototypes, samples, plant and equipment), disclosed to Recipient by DCS.  Confidential Information may also include information disclosed to DCS by third parties. 

Confidential Information shall not, however, include any information that: (i) was publicly known and made generally available in the public domain prior to the time of disclosure by DCS to Recipient; (ii) becomes publicly known and made generally available after disclosure to Recipient by DCS through no action or inaction of Recipient; or (iii) is already in the possession of Recipient, without confidentiality restrictions, at the time of disclosure by DCS as shown by Recipient’s files and DCS’s immediately prior to the time of disclosure.

  1. Non-use and Non-disclosure.  Recipient agrees not to use any Confidential Information for any purpose except to evaluate and engage in discussions concerning a potential business relationship between Recipient and DCS or to perform work for DCS.  Recipient agrees not to disclose any Confidential Information to third parties or to employees of Recipient, except to those employees who are required to have the information in order to evaluate or engage in discussions concerning the contemplated business relationship.  Recipient shall not reverse engineer, disassemble or decompile any prototypes, software or other tangible objects which embody Confidential Information.
  2. Maintenance of Confidentiality.  Recipient agrees that it shall take all reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information.  Without limiting the foregoing, Recipient shall take at least those measures that Recipient takes to protect its own most highly confidential information and shall ensure that its employees who have access to Confidential Information sign a non-use and non-disclosure agreement in content substantially similar to the provisions hereof, prior to any disclosure of Confidential Information to such employees.  Recipient shall not make any copies of Confidential Information unless the same are previously approved in writing by DCS.  Recipient shall reproduce DCS’s proprietary rights notices on any such approved copies, in the same manner in which such notices were set forth in or on the original.  Recipient shall immediately notify DCS in the event of any unauthorized use or disclosure of Confidential Information.
  3. Mandatory Disclosure.  In the event that Recipient or its directors, officers, employees, consultants or agents are requested or required by legal process to disclose any of the Confidential Information, Recipient shall give prompt notice so that DCS may seek a protective order or other appropriate relief.  In the event that such protective order is not obtained, Recipient shall disclose only that portion of the Confidential Information which its counsel advises that Recipient is legally required to disclose.
  4. No License Granted.  Nothing in this Agree­ment is intended to grant any rights to Recipient under any patent, copyright, trade secret or other intellectual property right nor shall this Agreement grant Recipient any rights in or to the Confidential Information, except the limited right to review such Confidential Information solely for the purposes of determining whether to enter into the proposed business relationship between the parties.
  5. No Obligation.  Nothing herein shall obligate either party to proceed with any transaction between them, and each party reserves the right, in its sole discretion, to terminate the discussions contemplated by this Agreement concerning the business opportunity.
  7. Return of Materials.  All documents and other tangible objects containing or representing Confidential Information, and all copies thereof which are in the possession of Recipient, shall be and remain the property of DCS and shall be promptly returned to DCS after the business possibility has been rejected or concluded.
  8. Term.  This Agreement shall continue in full force and effect, and cover information disclosed by DCS until the termination of this Agreement.  The obligation of confidentiality shall last until five (5) years after the effective date of this Agreement, except that either party, upon giving thirty (30) days written notice to the other party, may terminate this Agreement.  Early termination of this Agreement shall not relieve Recipient of its obligations imposed by this Agreement with respect to the Confidential Information disclosed by DCS prior to the effective date of termination.
  9. Remedies.  Recipient agrees that its obligations here­under are necessary and reasonable in order to protect DCS and DCS’s business, and expressly agrees that monetary damages would be inadequate to compensate DCS for any breach by Recipient of any covenants and agreements set forth herein. Accordingly, Recipient agrees and acknowledges that any such violation or threatened violation will cause irreparable injury to DCS, and that, in addition to any other remedies that may be avail­able, in law, in equity or otherwise, DCS shall be entitled to obtain injunctive relief against the threatened breach of this Agreement or the continuation of any such breach, without the necessity of proving actual damages.
  10. Miscellaneous.  This Agreement may be executed in one or more counterparts, each of which shall be an original and all of which together shall constitute one instrument.  This Agreement shall bind and inure to the benefit of the parties hereto and their successors and assigns.  This Agreement shall be governed by the laws of the State of California, without reference to conflict of laws principles.  This document contains the entire agreement between the parties with respect to the subject matter hereof, and neither party shall have any obligation, express or implied by law, with respect to trade secret or proprietary information of the other party except as set forth herein.  Any failure to enforce any provision of this Agreement shall not constitute a waiver thereof or of any other provision.  This Agreement may not be amended, nor any obligation waived, except by a writing signed by both parties hereto.


The parties have caused this Agreement to be executed by their duly authorized representatives as of the date sign by the RECIPIENT.

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Signed by Dave Scowby
Signed On: January 12, 2021

Signature Certificate
Document name: MNDA
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December 22, 2020 10:22 pm PSTMNDA Uploaded by Dave Scowby - IP