This confidentiality and nondisclosure agreement (“Agreement”) is entered into by and between COMPANY, an STATE limited liability company (“Company”) and the individual signing below.

You and Company desire to exchange certain information in order to facilitate a potential business relationship. The parties desire for such information to be confidential on the terms described below.

For good and valuable consideration, the adequacy and sufficiency of which are acknowledged, the parties agree as follows:

  1. Confidentiality and Nondisclosure. Except as set forth in this Agreement, you shall keep confidential and not disclose the Confidential Information, defined below, to any third party and shall use Confidential Information only for the purpose of evaluating the potential business relationship. “Confidential Information” is all non-public information provided by Company to you, except to the extent that (i) you have previously obtained such information prior to any disclosure by Company or (ii) such information is publicly available through no fault of yours. You may disclose the Confidential Information if required by law or court order, provided Company is informed of the decision ahead of time, or to your professional advisors who are under an obligation not to disclose such information. You shall destroy or return to Company all documented or electronic Confidential Information upon request. All Confidential Information remains the property of Company and nothing in this Agreement grants you any license or rights in the Confidential Information. All Confidential Information is provided “as is” without any warranties, express, implied, or otherwise.
  2. Irreparable Harm. The parties acknowledge that any violation of this Agreement may cause irreparable harm, the amount of which may be difficult to ascertain, and that each party has the right to apply to a court of competent jurisdiction for specific performance or an order restraining and enjoining any such breach and for such other relief as is appropriate.
  3. Miscellaneous Provisions. This Agreement is governed by the laws of Oregon. The parties irrevocably consent to the jurisdiction of the courts of Multnomah County, Oregon in any action arising out of or relating to this Agreement, and the parties waive any right to another venue. If any action is brought related to this Agreement, the prevailing party in such action shall be awarded its attorneys’ fees and costs incurred. This Agreement expresses the full and complete understanding of the parties with respect to the subject matter and supersedes all prior or contemporaneous proposals, agreements, representations, and understandings, whether written or oral, with respect to the subject matter. If any provision of this Agreement is determined to be illegal or unenforceable, the validity of the remaining provisions will not be affected, and such illegal or unenforceable provision will be deemed modified to the minimum extent necessary to make it consistent with applicable law. No failure or delay by either party in exercising any right or remedy under this Agreement operates as a waiver of any such right or remedy. No waiver or modification of any provision of this Agreement is effective unless in writing and signed by both parties. This Agreement may be signed in counterparts and transmitted via facsimile, electronic communication, or other form of transmission, which together constitute one instrument.

THIS CONFIDENTIALITY AND NONDISCLOSURE is entered into effect as of the last signature date set forth below.