This Non-disclosure Agreement (this "Agreement") is made effective as of October 01, 2021 (the "Effective Date"), by and between Launch Tulsa LLC (the "Employer"), of PO Box 1023, Bixby, Oklahoma 74008, and Employee (the "Employee").
In conjunction with the Employee's employment, the Employer has requested and the Employee agrees that the Employee will protect the confidential material and information which may be disclosed between the Employer and the Employee. Therefore, the parties agree as follows:
III. UNAUTHORIZED DISCLOSURE OF INFORMATION - INJUNCTION. If it appears that the Employee has disclosed (or has threatened to disclose) Confidential Information in violation of this Agreement, the Employer shall be entitled to an injunction to restrain the Employee from disclosing the Confidential Information in whole or in part. The Employer shall not be prohibited by this provision from pursuing other remedies, including a claim for losses and damages.
VII. NO WARRANTY. The Employee acknowledges and agrees that the Confidential Information is provided on an "AS IS" basis. THE EMPLOYER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE CONFIDENTIAL INFORMATION AND HEREBY EXPRESSLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL THE EMPLOYER BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THE PERFORMANCE OR USE OF ANY PORTION OF THE CONFIDENTIAL INFORMATION. The Employer does not represent or warrant that any product or business plans disclosed to the Employee will be marketed or carried out as disclosed, or at all. Any actions taken by the Employee in response to the disclosure of the Confidential Information shall be solely at the risk of the Employee.
VIII. LIMITED LICENSE TO USE. The Employee shall not acquire any intellectual property rights under this Agreement except the limited right to use as set forth above. The Employee acknowledges that, as between the Employer and the Employee, the Confidential Information and all related copyrights and other intellectual property rights, are (and at all times will be) the property of the Employer, even if suggestions, comments, and/or ideas made by the Employee are incorporated into the Confidential Information or related materials during the period of this Agreement.
XII. GENERAL PROVISIONS. This Agreement sets forth the entire understanding of the parties regarding confidentiality. Any amendments must be in writing and signed by both parties. This Agreement shall be construed under the laws of the State of Oklahoma. This Agreement shall not be assignable by either party. Neither party may delegate its duties under this Agreement without the prior written consent of the other party. The confidentiality provisions of this Agreement shall remain in full force and effect at all times in accordance with the term of this Agreement. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining portions of this Agreement shall remain in full force and effect and construed so as to best effectuate the original intent and purpose of this Agreement.
XIII. WHISTLEBLOWER PROTECTION. This Agreement is in compliance with the Defend Trade Secrets Act and provides civil or criminal immunity to any individual for the disclosure of trade secrets: (i) made in confidence to a federal, state, or local government official, or to an attorney when the disclosure is to report suspected violations of the law; or (ii) in a complaint or other document filed in a lawsuit if made under seal.
XIV. SIGNATORIES. This Agreement shall be executed by Jeremy Fuller, Director, on behalf of Launch Tulsa LLC and Employee and delivered in the manner prescribed by law as of the date first written above.
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Signed by Jeremy Fuller
Signed On: October 3, 2021
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Document Name: NON-DISCLOSURE AGREEMENT
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