MUTUAL NON-DISCLOSURE AGREEMENT
This Agreement is made and entered into as of the last date signed below (the "Effective Date") by and between Obsidian Wealth Management Trust and Obsidian Capital Management Trust both Wyoming Private Non Profit Trusts having their principal place of business in Cheyenne Wyoming ("Obsidian") and the party that has completed the bottom of this form herein referred to as (the "Second Party"
WHEREAS Obsidian and the Second Party (the "Parties") have an interest in participating in discussions wherein either Party might share information with the other that the disclosing Party considers to be proprietary and confidential to itself in nature to work with one another in the confidential capacity for services provided by Obsidian ("Confidential Information"); and WHEREAS the Parties agree that Confidential Information of the SecondParty might include, but not be limited to that Party's: (1) personal information, personal and business financial information, family information, specified asset information, business plans, business notes, real estate notes, promissory notes, assets including digital assets or businesses for sale, buyers or sellers of digital assets, personnel, customers, wallet Id's, or that of information disclosed by Obsidian which may include, but not be limited to: (2)
same as listed for SecondParty above, digital asset holding amounts, business plans, business secrets and strategies, lenders, liquidity providers, partners, re-seller partners, vendors and suppliers, crypto mining partnership solutions, software developments including but not limited to artificial intelligence trading software, methods, retirement plan solutions, asset protection solutions and practices; business notes, real estate notes, promissory notes, assets including digital assets or businesses for sale, inventions, processes, programs, methods, products, patent applications, trademarks pending or otherwise and other proprietary rights; or specifications, drawings, sketches, models, samples, tools, computer programs, technical information, or any and all other private related information;
NOW, THEREFORE, the Parties agree as follows: Either Party may disclose Confidential Information to the other Party in confidence provided that the disclosing Party identifies such information as proprietary and confidential in which by everything Obsidian discloses or provides is in fact highly confidential, the SecondParty's information is highly confidential but anything else the second party wants to disclose my identify it's confidentiality either by marking it, inthe case of written materials, or, in the case of information that is disclosed orally or written materialsthat are not marked, by notifying the other Party of the proprietary and confidential nature of the information, such notification to be done orally, by e-mail or written correspondence, or via other means of communication as might be appropriate.
When informed of the proprietary and confidential nature of Confidential Information that has been disclosed by the other Party, the receiving Party ("Recipient") shall refrain from disclosing such Confidential Information to any contractor, broker, advisor, CPA, investor or other third party's without prior, written approval from Obsidian or the disclosing Party or without the non-disclosing party having signed the disclosing party's confidentiality agreement and this goes for any customer, business owner, investor, contractor, lender, developer, broker, CPA, Bookkeeper, or any financial advisor or planner or any and all
other 3rd parties. The receiving party shall protect such Confidential Information from inadvertent disclosure to a third party using the same care and diligence that the Recipient uses to protect its own proprietary and confidential information, but in no case less than reasonable care. The Recipient shall ensure that each of its employees, officers, directors, or agents who has access to Confidential Information disclosed under this Agreement is informed of its proprietary and confidential nature and is required to abide by the terms of this Agreement. The Recipient of Confidential Information disclosed under this Agreement shall promptly notify the disclosing Party of any disclosure of such Confidential Information in violation of this Agreement or of any subpoena or other legal process requiring productionor disclosure of said Confidential Information.
2. In the event discussions between the parties are terminated by either party and do not result in a transaction, sale- purchase of assets or partnership, (i) each of the covenants and agreements contained in this Agreement, and each of the rights granted hereunder, shall survive indefinitely, and (ii) the parties and its representatives will each, within 10 days after written request from the disclosing party, destroy or return to the disclosing party all Confidential Information in its or their possession, including all copies, reproductions, summaries, analyses, or synopses thereof, together with a letter confirming that all such materials have been returned to the disclosing party or destroyed.
All Confidential Information disclosed under this Agreement shall be and remain the property of the Parties and nothing contained in this Agreement shall be construed as granting or conferring any rights to such Confidential Information on the other Party. The Recipient shall honor any request from the disclosing Party to promptly return or destroy all copies of Confidential Information disclosed under this Agreement and all notes related to such Confidential Information. The Parties agree that the disclosing Party will suffer irreparable injury if its Confidential Information is made public, released to a third party, or otherwise disclosed in breach of this Agreement and that the disclosing Party shall be entitled to obtain injunctive relief against a threatened breach or continuation of any such breach and, in the event of such breach, an award of actual and exemplary liquid damages from any court of competent jurisdiction.
The terms of this Agreement shall not be construed to limit either Party's right to develop independently or acquire products without use of the other Party's Confidential Information. The disclosing party acknowledges that the Recipient may currently or in the future be developing information internally, or receiving information from other parties, that is similar to the Confidential Information. Nothing in this Agreement will prohibit the Recipient from developing or having developed for it products, concepts, systems or techniques that are similar to or compete with the products, concepts, systems or techniques contemplated by or embodied in the Confidential Information provided that the Recipient does not violate any of its obligations under this Agreement in connection with such development.
5. Non-Disclosing Party and its representatives agree not to circumvent or use the Confidential Information provided by Disclosing Party for any purpose whatsoever (including but not limited to monetary gain or in house development or to compete with disclosing party for providing same or similar services) for purposes directly related to evaluation of the Transaction or to execute any financial related services resulting in a transaction including a sale or purchase of assets, business or client relations. Any violation or breach of this agreement shall be governed by section 8 below along with a fee of 5% of any sold asset's sale price. Non-Disclosing Party and its representatives agree that it shall protect the confidentiality of and take reasonable steps to prevent disclosure or unauthorized use of, the Confidential Information in order to prevent it from falling into the public domain or the possession ofpersons not legally bound to maintain its confidentiality. Non-Disclosing Party will promptly advise the Disclosing Company in writing of any misappropriation or misuse by any person of such Confidential Information and provide assistance to the Disclosing Party in any lawsuit related thereto. Non-Disclosing Party acknowledges that its obligations hereunder survive in accordance with the terms hereof, notwithstanding the termination of any business relationship between the parties.
6. Notwithstanding the above, the Parties agree that information shall not be deemed Confidential Information and the Recipient shall have no obligation to hold in confidence such information, where such information:
(a) Is already known to the Recipient, having been disclosed to the Recipient by a third party without such third party having an obligation of confidentiality to the disclosing Party; or
(b) Is or becomes publicly known through no wrongful act of the Recipient, its employees, officers, directors, or agents; or
(c)Is independently developed by the Recipient without reference to any Confidential Information disclosed hereunder; or
(d)Is approved for release (and only to the extent so approved) by the disclosing Party; or
(e)Is disclosed pursuant to the lawful requirement of a court or governmental agency or where required by operation of law.
7. Nothing in this Agreement shall obligate either party to enter into any agreement with the other party with the one exception of this NDA agreement. Receiving party acknowledges that if the disclosing party is required to bring an action to enforce the provisions of this Agreement, the damages will be irreparable and difficult to measure and that the Company shall be entitled to equitable relief including a preliminary injunction in addition to any other relief available. It is understood and agreed that money damages would be a minimum of $25,000 per breach. Such remedy shall not be deemed to be the exclusive remedy for any such breach of such agreements and shall be in addition to all other remedies available at law or equity.
8. This Agreement does not represent, and in no way implies: (i) a partnership, joint venture or other commercial relationship between the parties; (ii) an authorization for either party to act as the 2nd Party or representative of the other; (iii) an agreement or commitment by either party to utilize, purchase, acquire, develop,or use the products or services of the other party all of which would require a separate agreement.
9. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which together will constitute one and the same instrument.
Neither Party will, without prior approval of the other Party, make any public announcement of or otherwise disclose the existence or the terms of this Agreement. This Agreement contains the entire agreement between the Parties and in no way creates an obligation for either Party to disclose information to the other Party or to enter into any other agreement. This Agreement shall be construed under the laws of the State of Wyoming, and any and alldisputes arising out of or in connection with the execution, interpretation, performance or on-performance of this Agreement shall be exclusively brought in the state or federal courts located in Cheyenne, Wyoming and the parties expressly consent to the exercise of jurisdiction over them for such purpose.
This Agreement shall remain in effect for a period of three (3) years from the Effective Date unless the parties get into additional agreements for services provided or otherwise terminated by Obsidian giving notice to the SecondParty of its desire to terminate this Agreement. The requirement to protect Confidential Information disclosed under this Agreement and the non circumvent clause shall survive termination of this Agreement.
IN WITHNESS WHEREOF:
I the undersigned party has read this document carefully and have initialed all of the pages of this Agreement, and fully understand and agree that this execution constitutes an acceptance of its mutually perspective covenants, terms, conditions and are lawfully binding upon the Parties, their staff, and whereby info is not to be shared with anyone without the disclosing party's consent unless by a mandated court order or to remain compliant with state and federal regulations. I understand I have been given the chance to have legal counsel review this document and give proper advice before I sign this document. I the undersigned party has the ability and authorization and authority to sign on behalf of the company and am of sound mind at the time of signing this document.