MUTUAL NON-DISCLOSURE NON-CIRCUMVENTION AGREEMENT (NDNCA)
This NDNCA is entered into between Precision Exploration Company (PEC), its affiliates all related projects and trade secret technologies (hereafter “Discloser”), and the party who signs this Agreement electronically (hereafter “Recipient”).
This NDNCA applies when either party (Discloser) discloses Confidential Information to the other (Recipient). It is effective from the date of the Recipient’s digital signature. The Recipient shall protect the Discloser’s Confidential Information with at least the same care as it protects its own confidential information of a similar nature, and never less than reasonable care.
RECIPIENT SHALL NOT:
- Discuss, disclose, publish, or disseminate any Confidential Information received or accessed under this Agreement;
- Contact and/or negotiate, directly or indirectly, with any disclosed landowners to lease or purchase mineral rights within 10 miles surrounding any disclosed mineral targets;
- Use Discloser’s Confidential Information except for the purpose for which it was disclosed; or
- Mention the other party or disclose the relationship, including in marketing materials, presentations, press releases, or interviews.
Exceptions to Obligations:
Recipient may disclose or use Confidential Information only as allowed in the Agreement, including:
- a) To its employees, officers, directors, contractors, affiliates, or related entities with a need to know and bound by confidentiality agreements consistent with this NDNCA;
- b) To the extent required by law, with prompt notice to Discloser to seek protective orders; or
- c) If information is independently developed, already in Recipient’s possession without confidentiality obligation, obtained from a non-confidential source, or publicly available without fault by Recipient.
Disclosure to Recipient:
Confidential Information may be disclosed in writing, orally, visually, or by access to materials, and may be marked or reasonably understood as confidential.
Confidentiality Period:
Confidential Information remains subject to this NDA as long as it remains confidential or proprietary.
No Rights or License:
No license or rights to trademarks, copyrights, or patents are granted by this NDNCA or any disclosures hereunder.
Export Control:
Recipient shall comply with applicable export control laws. Nothing in this NDNCA authorizes export of Confidential Information.
Termination:
Term is five (5) years from effective date. Terms extending past termination remain in effect until fulfilled. Upon request, Recipient will return or destroy all Confidential Information.
Breach and Remedies:
Monetary damages are inadequate for breach. Discloser may seek injunctive relief and other remedies without proving actual damages. Unauthorized mention of PEC or the relationship in any public manner is strictly prohibited without written consent.
Disputes:
Unresolved disputes will be settled by arbitration under the Commercial Arbitration Rules of the American Arbitration Association in Las Vegas. Arbitration shall be expedited with a single impartial arbitrator. Federal civil procedure rules, including depositions, shall apply. Arbitration decisions are final and binding. Prevailing party may recover attorneys’ fees and costs. Parties may seek injunctive relief in court before arbitration and file claims under the Defend Trade Secrets Act of 2016.
Trade Secret Disclosure Exception:
Per 18 U.S.C. Section 1833(b), Recipient is not liable under trade secret laws for confidential disclosures to government officials or attorneys solely for reporting suspected violations or filings made under seal in legal proceedings.
General:
a) This NDNCA does not require disclosure, work, or business engagement.
b) Obligations cannot be assigned without written consent; attempts are void.
c) Modifications must be in writing signed by both parties.
d) Governed by laws of the State of Nevada without conflict of law principles.
e) This NDNCA replaces all prior confidentiality agreements.
Execution and Electronic Consent:
This NDNCA may be executed electronically. Electronic signatures are legally binding and have the same effect as original signatures. Electronic copies or reproductions are considered original.
AGREED AND ACCEPTED BY RECIPIENT
By electronically signing below, I acknowledge that I have read, fully understand, and agree to be bound by all terms and conditions of this Mutual Non-Disclosure Non-Circumvention Agreement (NDNCA) between Precision Exploration Company (PEC) and its affiliates and myself as Recipient, effective as of the date indicated below.
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