Exhibit 10.19
MUTUAL NON-DISCLOSURE AGREEMENT
This Mutual Non-Disclosure Agreement (the "Agreement") is by and between
StrikeForce Technologies, Inc. ("StrikeForce"), and the person, company or
entity listed below (the "Company").
1. StrikeForce and Company are interested in disclosing to each other certain
information relating to their respective business plans and proprietary
technology (hereinafter "Information") for the purposes of evaluation and
consultation. For the purposes of this Agreement, each party shall be in the
position of "Disclosing Party" for the Information it discloses to the other
party, and each party shall be in the position of "Recipient" for the
Information it receives from the other party. Such Information is a commercial
asset of considerable value to Disclosing Party, and Disclosing Party is willing
to disclose such Information only under the terms and conditions set forth
below. This Agreement, when signed by authorized representatives of each party,
will confirm that the Recipient is willing to receive such Information of
Disclosing Party subject to the following terms and conditions, which the
parties intend to be legally binding.
2. The Information shall include such proprietary and confidential information
disclosed orally, by demonstration, or in writing at any time, and may include
without limitation business plans, know-how, source code, algorithms,
flow-charts, blueprints, and other information not readily available to the
general public, whether or not protectable by patent, copyright or other forms
of intellectual property law. The Information does not need to be identified as
or marked "confidential" or "proprietary" or any similar terms.
3. The Recipient shall hold the Information in confidence, and shall use
reasonable efforts to prevent any unauthorized use or disclosure of the
Information. Except as expressly provided in this Agreement, the Recipient shall
not disclose or divulge the Information, in whole or in part, to any third
party, including licensees or customers anywhere in the world. The Recipient may
not use the Information for any purpose other than the aforesaid without the
prior written consent of a duly authorized representative of Disclosing Party.
The Recipient may disclose the Information only to its officers, employees and
independent contractors who are necessary for the purpose of evaluating such
Information, and Recipient shall be responsible for any disclosure by them in
violation of this Agreement.
4. Nothing contained in this Agreement shall be construed by implication or
otherwise, as an obligation to enter into any further agreement relating to the
Information or as grant of a license to use the Information or any intellectual
property rights therein other than for evaluation and consultation purposes.
Disclosing Party retains any and all proprietary and ownership rights it has in
and to the Information it discloses.
5. This Agreement shall be effective as of the Effective Date and may be
terminated by either party upon thirty (30) day's prior written notice to the
other party. In any event, this Agreement shall automatically terminate two (2)
years after the Effective Date. The confidentiality and use restrictions with
respect to Proprietary and Confidential Information disclosed prior to
termination shall survive for a period of two (2) years after the termination.
6. Upon completion of the aforesaid evaluation and in the absence of further
agreement of the parties, the Recipient shall cease all use and make no further
use of the Information. At Disclosing Party's request, the Recipient shall
promptly return or destroy all Information disclosed by Disclosing Party and
shall retain no copies.
7. The parties hereby acknowledge and agree that in the event of any violation
or a threatened violation of this Agreement by the Recipient, the Disclosing
Party shall be authorized and entitled to seek from any court of competent
jurisdiction preliminary and permanent injunctive relief. This Agreement shall
be governed by the law of the United States of America and the State of New
Jersey without regard to conflicts of laws principles. Sections 3-7 shall
survive any termination or expiration of this Agreement.
Whereof, the parties execute this Agreement as of the Effective Date: April 5, 2005
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StrikeForce StrikeForce Technologies, Inc. Company
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Signature Signature
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Name Xxxx X. Xxx Name
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Title CEO Title
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Email xxxxxxxx@xxxxx.xxx Email
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Telephone 0-000-000-0000 Telephone
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Fax 0-000-000-0000 Fax
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Address 0000 Xxxx Xxxxxxx Xxxx Xxxx Address
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Address Address
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City Edison City
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State/Prov NJ State/Prov
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Zip/Postal 08837 Zip/Postal
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Country USA Country
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