A Nondisclosure Agreement (NDA), also known as a confidentiality agreement, confidential disclosure agreement (CDA), proprietary information agreement (PIA), or secrecy agreement, is a legal contract between at least two parties that outlines confidential material, knowledge, or information that the parties wish to share with one another for certain purposes, but wish to restrict access to by third parties. It is a contract through which the parties agree not to disclose information covered by the agreement. An NDA creates a confidential relationship between the parties to protect any type of confidential and proprietary information or trade secrets. As such, an NDA protects non-public business information.

PLEASE READ THIS NONDISCLOSURE AGREEMENT CAREFULLY. BY USING THE BREO DESIGN SERVICES YOU ACKNOWLEDGE THAT YOU ARE ENTERING INTO THIS NONDISCLOSURE AGREEMENT WITH BREO DESIGN, L.L.C.

If You do not agree to be bound by, or if You object to, the terms and conditions of this Agreement and any amendments hereto, do not use or access Breo Design's Web site or its Web site related services. Continued use of Breo Design's Web site related services and its Web site after any such changes to this Agreement have been posted, constitutes Your acceptance of those changes.

This Nondisclosure Agreement ("Agreement") is entered into by and between Breo Design, L.L.C. ("Breo Design") a/an Georgia limited liability company and you and your heirs, agents, successors and assigns (collectively, "You"), and is made effective as of the date of electronic execution. This Agreement sets forth the terms and conditions of Your use of Breo Design's services and its related services (collectively, the "Services") and represents the entire agreement between You and Breo Design (collectively, the "Parties") concerning the subject matter hereof.

By using the Services, You acknowledge that You have read, understand, acknowledge and agree to be bound by all the terms and conditions of this Agreement along with any new, different or additional terms, conditions or policies including, but not limited to, the Universal Terms of Service that Breo Design may establish from time to time, in its sole discretion, and any agreements that Breo Design is currently bound by or may become bound by in the future. Such Agreements may be found here. All Breo Design policies and agreements related to Your use of the Services are incorporated herein and made part of this Agreement by reference.

You acknowledge that Breo Design has disclosed or may disclose information and trade secrets relating to their business (including, but without limitation, electronic or written communications and lists, computer programs, source code, technical drawings, graphics and media files, algorithms, scripts, know-how, formulas, processes, ideas, inventions (whether patentable or not), schematics and other technical, business, financial, customer/client and product development plans, forecasts, strategies, business practices and information), which to the extent previously, presently, or subsequently disclosed is hereinafter referred to as “Proprietary Information”. “Proprietary Information” also includes proprietary or confidential information of any agent, consultant, affiliate, contractor, employee, company ( collectively, the “Third Parties”) who may disclose such information in the course of the either parties’ business. The party who discloses Proprietary Information is hereinafter referred to as “Disclosing Party” and the party who receives this information is hereinafter referred to as “Receiving Party.”"

AGREEMENTS

In consideration of the parties' discussions and any access to Proprietary Information of Breo Design, You make the following agreements:

1. To hold all Proprietary Information disclosed by Breo Design in the strictest of confidence and to take the same degree of care to protect such information as You do with your own Proprietary Information. No less than reasonable care shall be maintained by either party.
2. You shall be granted the use of Proprietary Information only within the scope and purpose for which it was disclosed; to be used soley for the benefit of Breo Design; You shall not exploit or permit to be used or exploited Proprietary Information for the benefit of You, any agent, consultant, affiliate, contractor, employee or the benefit of any other without the express written permission of Breo Design.
3. You will not disclose or use any such Proprietary Information or any information derived therefrom to any firm, supplier, business, third party or other organization without the express written permission of Breo Design.
4. You will not reverse engineer, tamper, alter or copy any such Proprietary Information that Breo Design makes available to You.
5. You will not export, allow for export, or distribute into the public domain any such Proprietary Information that Breo Design makes available to you or any product or service thereof without the express written permission of Breo Design.
6. That all electronic or tangible records, files, letters, memos, faxes, notebooks, drawings, sketches, reports, collateral, program listings, or other written, audio, magnetic, video, source, or any other electronic or tangible material containing Proprietary Information that Breo Design discloses to You, whether the author or not, are exclusive property of Breo Design and are entrusted to be used only to the benefit of this relationship, and shall be made available to Breo Design immediately upon request.
7. Upon request, You shall turn over all Proprietary Information owned by the Breo Design and immediately surrender any and all electronic or tangible records records, files, letters, memos, faxes, notebooks, drawings, sketches, reports, collateral, program listings, or other written , audio, magnetic, video, source, or any other electronic or tangible material containing any such Proprietary Information and any and all copies or extracts thereof.
8. You agree that each provision herein shall be treated as a separate and independent clause, and the unenforceability of any one clause and the provisions or items listed therein shall in no way impair the enforceability of any other clauses herein.

You shall not disclose the Proprietary Information to any Third Party or any who do not have a qualifiable need to know such information and, in any event, You shall be liable for all improper disclosures by such Third Parties.

Without a grant of any right or license, the parties agree that the foregoing shall not apply with respect to any Proprietary Information that either party can document as being

1. a) Made available or becomes generally available to the public through no improper action or inaction by either party or any Third Party.
2. b) Disclosed to it by a third party who did not owe a duty of confidentiality.
3. c) In its possession or known by it without restriction prior to receipt from the other party.
4. d) Independently developed without use of any Proprietary Information by Third Parties who have had no access to such information.

Either party may make disclosures required by law or court order provided it uses diligent reasonable efforts to limit disclosure and to obtain confidential treatment or a protective order and has allowed the Disclosing Party to participate in the proceeding. You shall immediately give notice to Breo Design of any unauthorized use or disclosure of any Breo Design Proprietary Information by You or any Third Party.

You understand that::

1. Nothing herein requires the disclosure of any Proprietary Information by You or requires that You proceed with any transaction or relationship.
   
   You understand that, except as otherwise agreed in writing, that the Proprietary Information which Breo Design receives concerning future plans is tentative and is not intended to represent a contract of employment, retainment, nor does it constitute a decision by Breo Design concerning the implementation of such plans. Proprietary Information provided to You hereunder does not represent a commitment by You to purchase or otherwise acquire any products or services from Breo Design. If You desire to purchase or otherwise acquire any products or services from Breo Design, both parties will execute a separate written agreement to govern such transactions.
   
   
2. This agreement supersedes all prior agreements, whether written or oral, between both the Disclosing and Receiving Parties as relating to the subject matter of this agreement. Breo Design reserves the right to alter, modify, amend or discharge, in whole or in part this Agreemet without prior written consent
   
   You acknowledge that You are soley responsible for visiting Breo Design's Website on a continual basis in order to review any and all updates to the terms of this Non-Disclosure Agreement, which is located at http://www.breodesign.com/legal

1. Communications.

This Agreement shall govern all communications, whether electronic, written, oral, or other medium between the parties made during the term of this Agreement.

2. Termination.

This Agreement shall expire upon thirty (30) days written notice by either party; provided, however, that Your obligations under the terms of this Agreement shall continue with respect to all Proprietary Information disclosed prior to the expiration of this Agreement. Your obligations shall survive the termination of any Agreement entered into with Breo Design and shall be binding upon all heirs, executors, administrators, and legal representatives.

3. Remedy of Law.

Both parties acknowledge and agree that due to the nature of the Proprietary Information, there can be no adequate remedy of law for any breach of obligations hereunder, which breach may result in irreparable harm. Upon any such breach or any threat thereof, Breo Design shall be entitled to appropriate equitable relief in addition to whatever remedies it might have at law. In the event that any of the provisions of this Agreement shall be held by a court to be overbroad as to scope, such provision or provisions shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain compatible with the law as it shall appear.

4. General Provisions.

4.1 Governing Body.

This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia Exclusive jurisdiction and venue shall be in the Richmond County, Georgia Superior Court. A failure by Breo Design to exercise or delay in exercising a right or power conferred upon it in this Agreement shall not operate as a waiver of any such right or power.

4.2 Entire Agreement.

This Agreement supersedes all prior discussions and writings and constitutes the entire agreement between the parties with respect to the subject matter hereof. The prevailing party in any action to enforce this Agreement shall be entitled to costs and attorneys' fees.

4.3 Titles and Headings; Independent; Covenants; Severability

The titles and headings of this Agreement are for convenience and ease of reference only and shall not be utilized in any way to construe or interpret the agreement of the parties as otherwise set forth herein. Each covenant and agreement in this Agreement shall be construed for all purposes to be a separate and independent covenant or agreement. If a court of competent jurisdiction holds any provision (or portion of a provision) of this Agreement to be illegal, invalid, or otherwise unenforceable, the remaining provisions (or portions of provisions) of this Agreement shall not be affected thereby and shall be found to be valid and enforceable to the fullest extent permitted by law.

4.4 Definitions; Conflicts

Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Universal Terms of Service Agreement. In the event there is a conflict between the provisions of this Agreement and the provisions of the Universal Terms of Service Agreement, the provisions of this Agreement shall control.

4.5 Binding Effect.

This Agreement shall be binding upon and inure to the benefit of You and Breo Design and their respective successors and assigns, provided that You may not assign any of Your obligations under this Agreement without Breo Design's prior written consent.

Copyright © 2010 Breo Design, L.L.C. All Rights Reserved.