Case 1:14-cv-02396-PGG-SN Document 191-8 Filed 11/01/19 Page 1 of 5
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`Exhibit H
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`Case 1:14-cv-02396-PGG-SN Document 191-8 Filed 11/01/19 Page 2 of 5
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`Confidential Outside Counsel Only
`
`ARE_00000238
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`CONFIDENTIAL.lTY/NONDlSCLOSURE AGREEMENT
`
`This Agreement is made as of the ~ day of July,
`
`2011 by and between:
`
`(1) Dr. Ingemar Cox, an individual residing at 38
`Floodgate Hill, Apt. 7, London, EC4MDE England
`("Dr. Cox");
`
`liability
`limited
`(2) Intangible Edge, LLC. a
`corporation organized under the laws of the State of
`Connecticut with an address at 6 Dandy Drive, Cos
`Cob. CT 06807 ("Intangible Edge"); and
`
`a
`Inc.,
`(3) Network-I Security Solutions,
`corporation organized under the law of the State of
`Delaware with an address at 445 Park Avenue. Suite
`1028. New York. NY lO022 ("the Receiving Parry"l.
`
`Whereas, Dr. Cox is the owner of all. rights title and
`in a patent portfolio comprising
`issued
`interest
`patents and related pending patent applications (·'the
`Business Opportunit)"); and
`
`Whereas, Recei,'ing Party is interested in pursuing
`business discussions with Dr. Cox regarding the
`potential authorized use by Receiving Party of the
`Business Opportunity ("the Busines!i. Purpose·~.l: and
`
`Whereas, Intangible Edge is acting as an agent to
`facility the Business Purpose between Dr, Cox and
`Receiving Party: and
`
`Whereas, in the course of pursuing the Business
`Purpose Dr. Cox \\ishes to disclose and Re>.:elYing
`Party wishes to receive Contidentiallnformation 135
`defined below) from Dr. Cox regarding the Business
`Opportunity;
`
`in consideration of tlJe
`NOW, THEREFORE.
`mutual covenants and conditions herein contained.
`the parties hereto agree as foHows:
`
`1. Confidential Information. As used in this
`Agreement, "Confidential Information" shall mean
`any facts, opinion, conclusions, projections, data,
`information,
`trade
`secrets,
`patents,
`patent
`applications, inventions, software, hardware or know­
`how
`relating
`to any work
`in process,
`future
`development, sales, marketing, financial or personnel
`matter relating to (I) the Business Opportunity; and
`(ii) Dr. Cox or his affiliates, his present or future
`development. sales, marketing, financial or personnel
`matter relating to Dr. Cox, its present or future
`
`products, patents, patent applications, technology,
`inventions, know how, sales, customers, employees,
`investors, prospects, markets or business, whether
`communicated orally or in writing or obtained by the
`Receiving Party through observation or examination
`of Dr. Cox's facilities, documents, or procedures.
`
`Identification of Confidential Information. If
`2.
`the Confidential Information is disclosed in v.Titing,
`If the
`it must be clearly labeled as confidential.
`Confidential Information is disclosed orally, Dr. Cox
`must summarize it in writing and confirm that it is
`confidential within thirty (30) days after its oral
`disclosure to the Receiving Party. Confidential
`Information also includes any information disclosed
`by Dr. Cox, either orally or in writing which the
`Receiving Party
`should
`reasonably believe
`is
`confidential.
`
`3. Exclusions. Receiving Party, however, shall
`have no liability to Dr. Cox under this Agreement
`with respect to the disclosure and/or use of any such
`Confidential Information that it can establish:
`
`joH,
`/
`
`,
`(a) -has become generally known or available to the
`public without breach of this Agreement by the
`Receiving Party:
`
`\:I)
`(:.) was known
`~he Receiving Party. as
`established \:I:
`its records. beron: rt:';;:ei'-ing such
`informaticn from Dr. Cox: ar:d
`
`'';I h.iS become knO\\ll by or available to Receiving
`Party from a source other than Dr. Cox. \\ithout any
`breach of dIl: ubligatl()n of c.onl1dentiality owed to
`Dr. Cox.
`sub.s<:quent
`to disclosure of such
`information to it by Dr. Cox.
`
`4. Obligations. The Receiving party acknowledges
`that irreparable injury and damage will result from
`disclosure of Confidential Information to any parties
`or individuals not expressly authorized under this
`Agreement or utilization tor any purpose other than
`the Business Purpose. Receiving Party agrees:
`
`(a) to hold the Confidential Information in strict
`confidence;
`
`~c
`
`(b) riot to disclose such Confidential Information to
`anyone outside the Receiving Party;
`
`be
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`1
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`~
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`6
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`iii
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`...
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`Case 1:14-cv-02396-PGG-SN Document 191-8 Filed 11/01/19 Page 3 of 5
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`Confidential Outside Counsel Only
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`ARE_00000239
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`(c) to use all reasonable precautions, consistent with
`the Receiving Party's
`treatment of
`its own
`confidential
`information of a similar nature,
`to
`prevent
`the unauthorized
`disclosure of
`the
`Confidential
`Information,
`including, without
`limitation, protection of documents from
`theft,
`unauthorized duplication and discovery of contents.
`and restrictions on access by other persons to such
`Confidential Information; and
`
`(d) not to use any Confidential Information for any
`purpose other than the Business Purpose.
`
`5. Permitted Disclosures. Receiving Party may
`disclose
`the Confidential
`Information
`to
`its
`responsible employees with a bona fide need to know
`such Confidential Information, but only to the extent
`necessary to carry out the Business Purpose and only
`if such persons are advised of the confidential nature
`of such Confidential Information and the terms of
`this Agreement and agree to be bound in writing by
`the confidentiality obligations contained
`in
`this
`Agreement.
`
`6. Required Disclosures. Receiving Party may
`disclose the Confidential Information if and to the
`extent that such disclosure is required by applicable
`law. provided
`that
`the Receiving Party uses
`reasonable efforts to limit the disclosure by means of
`a protective order or a request for confidential
`treatment and provides Dr. Cox a
`reasonable
`opportunity of at least ten (10) business days to
`review the disclosure before it is made and to
`interpose its own objection to the disclosure.
`
`7. Retura of Confidential Information. Upon Dr.
`Cox's request. or three months from the date set forth
`above, whichever comes first. the Receiving Party
`will promptly return to Dr. Cox all copies of the
`Confidential Information, will destroy all notes,
`abstracts
`and other documents
`that
`contain
`Confidential Information, and will provide Dr. Cox a
`written certification of an officer of the Receiving
`Party that it has done so.
`
`8. No Representadons as to Accuracy. Dr. Cox
`warrants that it has the right to make the disclosure of
`Confidential
`Information contemplated by
`this
`Agreement.
`In
`providing
`the Confidential
`Information under this Agreement, Dr. Cox makes no
`representation, either express or implied, as to its
`adequacy, sufficiency, completeness. performance or
`freedom from defect of any kind, and Dr. Cox shall
`not incur any responsibility or obligation what..c;oever
`by reason of such Confidential Information.
`
`"
`
`9. RetentioD of Legal RJghts. Dr. Cox retains all
`rights and remedies with respect to the Confidential
`Information afforded it under the laws of the United
`States and the States both during and after the term of
`this Agreement, including without limitation any
`patent, trade secret or other laws designed to protect
`proprietary or confidential information.
`
`10. No Creation of Ownership RJghts. Nothing in
`this Agreement. nor any action
`taken by
`the
`Receiving Party, including, without limitation. any
`payment of monies by the Receiving Party to Dr.
`Cox,
`during
`any
`discussions prior
`the
`to
`consummation of the proposed acquisition or other
`business relationship shall be construed to convey to
`the Receiving Party any right, title or interest in the
`Confidential Information, or any license to use, sell,
`exploit, copy or further develop in any way any
`Confidential Information. No license is hereby
`granted or implied under any patent, copyright or
`trademark, any application for any of the foregoing.
`or any trade name, trade secret or other proprietary
`information, in which Dr. Cox has any right, title or
`interest.
`
`Party
`Receiving
`Relief.
`11. lujunctive
`acknowledges that the unauthorized use or disclosure
`of the Confidential
`Information would cause
`irreparable hann to Dr. Cox and could not be made
`whole by monetary damages alone. Accordingly, the
`Receiving Party agrees that Dr. Cox will have the
`right to obtain an immediate injunetion against any
`breach or threatened breach of this Agreement
`(without the posting of any bond and without proof of
`actual damages) and Receiving Party will not oppose
`the granting of such relief. as well as the right to
`pursue any and all other rights and remedies available
`at law or in equity for such a breach. Receiving Party
`also agrees to reimburse Dr. Cox for all costs and
`expenses, including attorneys' fees, incurred by Dr.
`Cox in any successful effort of Dr. Cox to enforce the
`obligations of the Receiving Party hereunder.
`
`12. Term of Agreement. This Agreement applies to
`all Confidential Information which is disclosed by
`Dr. Cox to the Receiving Party, whether directly,
`thr{jo~ Dr. Cox's agents, or through Intangible
`Edge;' during the period in which Receiving Party is
`cattYing out the Business Purpose. The obligations
`of Receiving Party hereunder shall survive until such
`time as all Confidential Information of the other party
`disclosed hereunder becomes publicly known and
`made generally available through no action or
`inaction of the receiving party.
`
`13. Applicable Law. This Agreement wiII be
`construed. interpreted and applied in accordance with
`
`.:
`
`Li;.
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`'iii
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`II
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`Case 1:14-cv-02396-PGG-SN Document 191-8 Filed 11/01/19 Page 4 of 5
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`Confidential Outside Counsel Only
`
`ARE_00000240
`
`r~'~'l
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`the laws of the State ofNew York, excluding its body
`of law controlling conflicts of law.
`
`shall be severed from this Agreement, which shall
`otherwise remain in full force and etTect.
`
`19. Counterparts. This Agreement may be signed
`in one or more counterparts, each of which shall be
`deemed an original but all of Which shall constitute
`one and the same instrument. Facsimile copies shall
`for all purposes of
`be considered originals
`enforcement.
`
`20. Common Interest Disclosures. The parties
`agree that they may disclose Confidential Data in
`furtherance of their common
`legal
`interest
`in
`exploring busines.<; opportunities related
`to
`the
`this Agreement. Such
`Business Purpose of
`Confidential Data may be subject to the attorney­
`client~· privilege. work product doctrine or other
`applicable privilege. The parties understand and
`agree -that it is their desire. intention and mutual
`understanding that the sharing of such Confidential
`Data is not intended 1.0, and shall not, waive or
`diminish in any way the confidentiality of such
`the
`material or its continued protection under
`attorney-client privilege, work product doctrine or
`other applicable privilege. All Confidential Data
`provided by a party that is entitled to protection under
`the attorney-client privilege. work product doctrine or
`other applicable privilege shall remain entitled to
`such protection under
`these privileges,
`this
`Agreement. and under the common interest doctrine.
`Nothing in this Paragraph 20 shall be interpreted to
`mean that a party hereto would be prevented from
`using Confidential Data in a legal proceeding against
`the other party hereto based upon a dispute arising
`out of this Agreement; provided that the other party
`has been notified in advance of such use or disclosure
`and been afforded sufficient opportunity to seek and
`obtain confidential treatment by the court or other
`entity having jurisdiction over the matter at hand.
`
`14. Notice. Any notice, communication, offer,
`acceptance, request, consent, reply, or advice (herein
`severally and collectively, for convenience. called
`"Notice"), provided or permitted to be given, served,
`made, or accepted by any party or person to any party
`or parties, person or persons, hereunder must be in
`writing. addressed to the party to be notified at the
`address set forth below such party's name on the
`signature page of this Agreement, or such other
`address of which one party has notified the other in
`writing pursuant to the terms of this Section, and
`(1) by facsimile or other similar
`must be served:
`electronic method with a hard copy of such notice
`sent no later than the next business day as specified
`under (2) below; (2) by depositing the same in the
`United States mail, certified or registered mail. return
`receipt requested and postage paid; (3) by personal
`delivery; or (4) by Federal Express, signature
`required. Notice shall be effective: (i) twenty-four
`(24) hours after being transmitted by facsimile or
`other similar electronic method. provided a hard copy
`is sent as specified in (1) above: (ii) seventy-two (72)
`hours following being properly mailed; or (iii)
`immediately upon personal delivery or receipt of
`Federal Express. Any notice pursuant to
`this
`Paragraph 14 to Dr. Cox shall include a copy to
`Amster, Rothstein & Ebenstein LLP. 90 Park
`Avenue, New York, NY 10016, ATTN: Charles
`Macedo, E.<;q.
`
`15. Entire Agreement, Amendments, Prior
`DiscWlsjons. This Agreement constitutes the final,
`exclusive and complete statement of the parties to the
`agreement respecting the subject matter addressed
`herein. This Agreement may not subsequently be
`amended or modified except by a writing signed by
`both parties hereto. Receiving Party hereby confirms
`that any information disclosed to it by Dr. Cox
`related in any way to the Business Purpose, or any
`discussions held between the parties, prior to the date
`of this Agreement shall be subject to the terms ofthis
`Agreement.
`'
`
`16. Successors and Assigns. This Agreement shall
`be binding on, and shall inure to the benefit of. the
`parties to it and their respective successors in interest.
`
`17. Survival. This Agreement shall survive the
`cessation of any discussions between the parties with
`regard to the proposed acquisition or other business
`relationship.
`
`18. SeverabUity. Ifany provision of this Agreement
`is declared void or unenforceable. such provision
`
`---
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`•
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`......
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`•
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`Case 1:14-cv-02396-PGG-SN Document 191-8 Filed 11/01/19 Page 5 of 5
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`Confidential Outside Counsel Only
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`ARE_00000241
`
`DR-COX:
`Dr. lapaar COl.
`
`t\...-- c....
`
`By:
`Na..: Dr. I .....r COl.
`
`Date: July 1:;2011
`
`..!9~~c..
`RF£EIVING PARTY:
`Network.1~::Q
`~"
`.~ ... -
`.....NwMr.'( ,:i-:'y r).-7.,... , i2­
`Tidr. ~/c.
`
`Date: July /.1011
`
`
`'
`.•. :
`
`By:
`
`INTANGIBLE EDGE}LC
`
`/)1l/ft ;) ~
`
`By:
`N~a-.e-:~M~a-~~~--LQ-e-~---------
`Title: "'(./'~~~f
`5'01.e ~b..er
`
`Date: July:.1.. 21" "
`
`
`,hl
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`~
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`•
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`~ • -iii
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`...
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`III
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