This Nondisclosure Agreement (the “Agreement”) is entered into between Tuvalo and you, the recipient of our prospectus.
- Confidential Information. “Confidential Information” means all information disclosed by Tuvalo to the recipient, whether orally, in writing or otherwise, that is designated as confidential or that, given the nature of the information or circumstances surrounding its disclosure, reasonably should be understood to be confidential. Confidential Information includes, without limitation, the contents of the prospectus.
- Obligations of Recipient. The recipient agrees to hold the Confidential Information in strict confidence and not to use or disclose any Confidential Information for any purpose other than to evaluate and engage in discussions concerning Tuvalo’s investment offer.
- Exceptions. The recipient’s obligations under this Agreement shall not apply to Confidential Information that: (a) is or becomes publicly known through no act or omission of the recipient; (b) was in the recipient’s lawful possession prior to the disclosure and had not been obtained by the recipient either directly or indirectly from Tuvalo; (c) is lawfully disclosed to the recipient by a third party without restriction on disclosure; or (d) is independently developed by the recipient without use of or reference to the Confidential Information.
- Term. The recipient’s obligations under this Agreement shall continue for a period of three (3) years from the date of receipt of the Confidential Information.
- Remedies. The recipient acknowledges that disclosure of Confidential Information would cause irreparable harm to Tuvalo for which monetary damages would not be an adequate remedy. Accordingly, Tuvalo shall be entitled to seek injunctive relief to enforce the terms of this Agreement, in addition to any other rights and remedies it may have.
- Miscellaneous. This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter of this Agreement. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns. This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction in which Tuvalo is located.