This Nondisclosure Agreement (“Agreement”) by and between SCALEX, LLC, 10652 Manorstone Drive, Highlands Ranch, CO 80126, and its majority-owned subsidiaries or affiliates (SCALEX, LLC) and:











and its wholly owned subsidiaries, hereinafter referred to as “Participant” (Collectively, SCALEX, LLC and Participant shall be known hereunder as the “Parties” and individually as the “Party”, is considered agreed upon and in full force as of _______________________ (“Effective Date”) at which time the Parties initially began discussions.


WHEREAS, SCALEX, LLC wishes to disclose to Participant certain information deemed confidential and proprietary by SCALEX, LLC which relates to SCALEX, LLC proprietary playbook design, delivery and optimization services, SCALEX, LLC company strategies, and/or SCALEX, LLC business issues (the “SCALEX, LLC”);


WHEREAS, Participant wishes to disclose to SCALEX, LLC certain information deemed confidential and proprietary by Participant which relates to Participant’s products and/or to Participant’s business and information systems, process and related needs (“Participant Information”): and


WHEREAS, the purpose of such disclosures of proprietary information is to facilitate discussions regarding a potential business relationship between the Parties or to assist Participant to evaluate its interest in SCALEX, LLC’c product, business and/or related products and services;


NOW, THEREFORE, the parties hereto agree as follows:


  1. For the purpose of this Agreement, “Confidential Information” shall be deemed to include all information and materials furnished by either Party which: (a) if in written format is marked as confidential, or (b) if disclosed verbally is noted as confidential at time of disclosure, or (c) in the absence of either (a) or (b) is information which a reasonable party would deem to be non-public information and confidential. Confidential Information shall include, but not be limited to all SCALEX, LLC. Information, all Participant Information, whether such is transmitted in writing, orally, visually, (e.g. video terminal display) or on magnetic media, and shall include all proprietary information, customer and prospect lists, trade secrets, or proposed trade names, know-how, ideas, concepts, designs, drawings, flow charts, diagrams and other intellectual property relating to the SCALEX, LLC.  Information or Participant Information. Results of any tests or usages carried out by the receiving Party in connection with the SCALEX, LLC. Software shall also be considered Confidential Information.


  1. Each Party acknowledges that it is receiving such Confidential Information in confidence and wilt not publish, copy, or disclose any Confidential Information other than to those employees and subcontractors with a need to know such confidential Information in order to perform their duties who are bound by a written agreement with, or at the least have been informed by the receiving Party not to disclose any Confidential Information which comes into their possession. The Parties acknowledge that they will only use the Confidential Information within their own organization to the extent necessary to determine whether the Parties may have an interest in entering into a further business relationship, and that they will use all reasonable best efforts to prevent disclosure of the Confidential Information to any third party.


  1. The obligations of paragraph 2 shall not apply to any particular portion of Confidential Information which:
  • was in the public domain when the disclosing Party granted access to receiving Party;
  • entered the public domain through no fault of the receiving Party subsequent to receipt;
  • was in a receiving Party’s possession free of any obligation of confidence at the time of the disclosure by the disclosing party;
  • was rightfully communicated by a third party to a receiving Party free of any obligation of confidence subsequent to the time of the originating Party’s communication thereof to the receiving Party;
  • was developed by employees or agents of a Party independently of and without knowledge or reference to any Confidential Information;
  • is approved for release by written authorization from the originating Party; or
  • is required to be disclosed pursuant to any statute, law, rule or regulation of any governmental authority or pursuant to any order of any court of competent jurisdiction, but in any case, the originating Party will be notified by the receiving Party before disclosure and given a reasonable opportunity to obtain a protective order or other form of protection.


  1. In no event shall a Party be deemed by virtue hereof to have acquired any right or interest by license or otherwise, in or to the Confidential Information.


  1. The disclosing Party understands that receiving Party may currently or in the future be developing information internally, or receiving information from other parties that may be similar to the disclosing Party’s information. Accordingly, nothing in this Agreement will be construed as a representation or inference that the receiving Party will not develop products, or have products developed for it, that, without violation of this Agreement, compete with the products or systems contemplated by the disclosing Party’s Confidential Information


  1. The Parties agree that all originals and any copies of the Confidential Information remain the property of the disclosing Party. The Parties shall reproduce all copyright and other proprietary notices, if any, in the same form that they appear on all the materials provided by the originating Party to the other, on all copies of the Confidential Information made by the receiving Party. Each Party agrees to return all originals and copies of all Confidential Information to the opposite Party, or certify to the destruction of such Confidential Information, at the originating Party’s request.


  1. The rights and obligations of the Parties hereunder shall not be sold, transferred, or otherwise assigned by either Party and any such assignment shall be null and void. The validity, interpretation and enforceability of this Agreement shall be governed by the laws of the State of California. This Agreement may be amended only by an amendment to this Agreement duly executed by the Parties. This Agreement supersedes all other existing confidentiality agreements between the Parties and constitutes the entire covenant between the Parties. The Parties agree there are no other understandings, agreements or representations expressed or implied except for those set forth herein.


  1. This Agreement shall govern all communications between the Parties unless and until either Party notifies the other in writing that subsequent communications between the Parties are no longer confidential or the Agreement expires. Any notices, requests, demands, and other communications hereunder shall be             deemed to have been duly given when personally delivered or five days after mailing to the addresses listed above or such other address as either party may notify the other.


  1. This Agreement shall be effective for a period of five (5) years from the Effective Date unless terminated earlier in writing by either Party. Notwithstanding termination or expiration of this Agreement, all Confidential Information disclosed hereunder shall be protected in accordance with this Agreement for a period of five (5) years after termination or expiration of this Agreement.



IN WITNESS WHEREOF, the parties have duly executed this Agreement on the date signed below.



SCALEX, LLC                                                          CLIENT



Signed: ______________________                  Signed: ____________________


Printed Name: ________________                    Printed Name: ______________


Title:________________________                   Title:  _____________________


Date:________________________                  Date:  _____________________


SCALEX, LLC Confidential NDA