Non-Disclosure and Confidentiality
Agreement (Rev. 1337B55)
Non-Disclosure and Confidentiality Agreement
This Non-Disclosure and Confidentiality Agreement (this “Agreement”) is entered into as
of June 16, 2016 (the “Effective Date”) by and between The BIG Company, a Delaware
Corporation (“T.B.C”) and David Moore, as an Individual (“David”).
T.B.C and David have indicated an interest in exploring a potential business relationship
(the “Transaction”). In connection with its respective evaluation of the Transaction,
each party, their respective affiliates and their respective directors, officers, employees,
agents or advisors (collectively, “Representatives”) may provide or gain access to
certain confidential and proprietary information. A party disclosing its Confidential
Information to the other party is hereafter referred to as a “Disclosing Party.” A party
receiving the Confidential Information of a Disclosing Party is hereafter referred to as a
“Receiving Party.” In consideration for being furnished Confidential Information, T.B.C
and David agree as follows:
1. Confidential Information. The term “Confidential Information” as used in this
Agreement shall mean any data or information that is competitively sensitive material
and not generally known to the public, including, but not limited to, information relating
to any of the following: product development and plans, marketing
strategies, documentation, reports, data, databases, customer lists, customer
relationships, customer profiles, business plans and internal performance results
relating to the past, present or future business activities, design, which the Disclosing
Party considers confidential.
2. Exclusions from Confidential Information. The obligation of confidentiality with
respect to Confidential Information will not apply to any information:
a. If the information is or becomes publicly known and available other than
as a result of prior unauthorized disclosure by Receiving Party or any of its
Representatives;
b. If the information is or was received by Receiving Party from a third party
source which, to the best knowledge of Receiving Party or its Representatives, is or was
not under a confidentiality obligation to Disclosing Party with regard to such
information;
c. If the information is disclosed by Receiving Party with the Disclosing
Party’s prior written permission and approval;
d. If the information is independently developed by Receiving Party prior to
disclosure by Disclosing Party and without the use and benefit of any of the Disclosing
Party’s Confidential Information; or
e. If Receiving Party or any of its Representatives is legally compelled by
applicable law, by any court, governmental agency or regulatory authority or by
subpoena or discovery request in pending litigation but only if, to the extent lawful,
Receiving Party or its Representatives give prompt written notice of that fact to
Disclosing Party prior to disclosure so that Disclosing Party may request a protective
order or other remedy to prevent or limit such disclosure and in the absence of such