Sample Business Contracts

Non-Disclosure Agreement - Inc. and United NewVentures

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                           NON-DISCLOSURE AGREEMENT

     This Agreement, made and entered into as of the 30th day of March, 2001, by
and between, Inc., a corporation organized under the laws of the
State of Delaware, having a place of business at 100 California St., 12th Floor,
San Francisco, CA 94111 (""), and United NewVentures, a division of
United Airlines, Inc. with its principal place of business at 1200 E. Algonquin
Rd, Elk Grove Village, IL 60007 ("Receiving Party").

     WHEREAS, is engaged in the business of marketing and selling
online business programs and services, and owns and operates the MyPoints(R)
Program, BonusMail(R) Program and other internet related programs;

     WHEREAS, Receiving Party, in conjunction with OurHouse, Inc., has indicated
an interest in potentially acquiring and in this regard has
requested certain financial, business, technical and other information about which information is proprietary to, and held as the confidential
information of, (hereinafter referred to as the "Confidential

     WHEREAS, has agreed to provide the Confidential Information to
Receiving Party, and Receiving Party agrees to accept such Confidential
Information only in strict accordance with the provisions of this Agreement.

     NOW, THEREFORE, in consideration of the mutual agreements contained herein,
and other good and valuable consideration, the receipt and sufficiency of which
is hereby mutually acknowledged, the parties agree as follows:

1. This Agreement shall bind Receiving Party and those taking under it with
   regard to all Confidential Information disclosed to, or obtained by,
   Receiving Party hereunder. For the purposes of this Agreement Confidential
   Information shall include all information disclosed, directly or indirectly,
   through any means of communication or observation, by to or for
   the benefit of Receiving Party, that relates to or is derived from's technical, business, strategic, marketing or creative affairs,
   or to any other matter that the Receiving Party is advised or has reason to
   know is the confidential or proprietary information of Any
   material provided by to Receiving Party which is clearly
   designated "Confidential" (or other similar legend) will be presumed to be
   Confidential Information. The absence of any such legend, however, will not
   preclude the same from being deemed Confidential Information.

2. Receiving Party agrees that receipt of Confidential Information, pursuant to
   this Agreement, is exclusively for the purpose of evaluating a potential
   acquisition of
<PAGE> and Receiving Party shall not use the Confidential Information
   for any other purpose.

3. Confidential Information disclosed to Receiving Party hereunder shall:

     a. not be copied or distributed, disclosed, or disseminated in any way or
        form by the Receiving Party to any third party without the written
        permission of first obtained;
     b. be treated by the Receiving Party with the same degree of care to avoid
        disclosure to any third party as is used with respect to the Receiving
        Party's own proprietary and confidential information of like importance;
     c. remain the property of the, and shall be returned by the
        Receiving Party to (along with all copies thereof) promptly
        upon its receipt of a request from to do so;
     d. not be used by Receiving Party for any purpose other than as specified
        herein or otherwise approved by in writing.

4. The obligations set forth in Paragraph 3 above shall not apply to any
information which:

     a. is already in the public domain at the time of disclosure to the
        Receiving Party or becomes available to the public through no breach of
        this Agreement by the Receiving Party;
     b. was lawfully in the Receiving Party's possession prior to receipt from
     c. is disclosed to Receiving Party by a third party with the right to do

   For the purposes of this Paragraph 4, information shall not be deemed to be
   in the public domain merely because any part of said information is embodied
   in general disclosures or because individual features, components or
   combinations thereof are now, or become, known to the public, provided,
   however, that the obligations of Paragraph 3 hereof shall not apply to any
   such part of said information.

5. Unless otherwise mutually agreed in writing, the Receiving Party's
   obligations with respect to each item of Confidential Information shall
   terminate five (5) years from the date of the receipt thereof by the
   Receiving Party.

6. Nothing contained herein shall obligate to disclose any
   particular information to Receiving Party nor require Receiving Party to
   accept such information.

7. This Agreement shall be effective as of the date first set forth above

8. Receiving Party warrants and represents that it possesses all necessary
   power, right and authority to lawfully execute and perform the obligations
   set forth herein.


9. This Agreement represents the entire understanding and agreement of the
   parties and supersedes all prior communications, agreements and
   understandings relating to the subject matter hereof.  The provisions of this
   Agreement may not be modified, amended nor waived, except by a written
   instrument duly executed by both parties.  This Agreement may not be assigned
   by Receiving Party without the prior written consent of the
   This Agreement is made subject to, and shall be construed under, the laws of
   the State of Illinois.

10.Receiving Party agrees to keep the existence and nature of this Agreement

11.In the event that Receiving Party becomes legally compelled to disclose any
   of the Confidential Information, Receiving Party shall provide
   with prompt notice so that it may seek a protective order or other
   appropriate remedy and/or waive compliance with the provisions of this
   Agreement. In the event is unable to obtain such protective
   order or other appropriate remedy, only that portion of the Confidential
   Information which has been deemed by a written opinion of counsel to be
   legally required to be furnished, shall be disclosed, and Receiving Party
   will cooperate with the to obtain a protective order or other
   reliable assurance that confidential treatment will be accorded the
   Confidential Information so disclosed.

12.It is understood and agree that monetary damages will not be a sufficient
   remedy for any breach of this Agreement by the Receiving Party, and that shall be entitled to specific performance and/or injunctive
   relief as a remedy for any such breach of this Agreement, but said remedies
   shall be in addition to all other remedies available at law or in equity. It
   is further agreed that this Agreement is made for the benefit of, and that no failure or delay by to enforce its
   rights hereunder shall operate as a waiver of any right, power or privilege
   under this Agreement, nor shall any single or partial exercise thereof
   preclude any other or further exercise thereof.

IN WITNESS WHEREOF, an authorized representative of each respective party has
executed this Agreement on the dates following their respective signatures., Inc. ("")      United NewVentures ("Receiving Party")

By: /s/ Craig S. Stevens                 By: Rick Poulton
   -----------------------------            -----------------------------------
Title: Sr. Vice President                Title: Chief Financial Officer
       and General Counsel                     --------------------------------
Date: 4\4\01                              Date: 4\4\01
     ---------------------------               --------------------------------