MARTAC Non-Disclosure Agreement

MARTAC requires the signing of a mutual NDA for parties interested in discussing proprietary information about the company and our products.  If you’ve been directed to this page by a MARTAC team member, please fill out the fields below and click ‘Submit’ to read and sign the NDA form.

MARTAC NDA

  • NON-DISCLOSURE/PROPRIETARY INFORMATION AGREEMENT

    by and between
    Maritime Tactical Systems Inc.
    a Florida Corporation
    with mailing address, at 511 N. John Rodes Blvd., Ste. 103
    Melbourne, Florida 32934, USA
    (hereinafter "MARTAC")
    On the One Hand
    And

      • (hereinafter "Recipient")
        On the Other Hand

        MARTAC and Recipient shall hereinafter be referred to as "Party" or collectively as the "Parties", as the text may require.

        1. Definitions

        1.1. "Agreement" means this Non-Disclosure / Proprietary Information Agreement.

        1.2. "Proprietary Information" as used in this Agreement shall mean all trade secrets and information which is disclosed by the Disclosing Party whether written, oral or recoded on any other media provided by one party to the other party, including, but not limited to, technical data, know how, type design, concepts, descriptions, specifications, schematics, research, product plans, products, services, lists of customers, markets, developments, inventions, processes, manufacturing processes designs, drawings, films, documentation, engineering hardware configuration information, engineering data, marketing, notes, models, compositions, algorithms, software programs, software source documents, program schedule, visual demonstrations, photographs, manuscripts, texts, video recordings, formulations, equipment or apparatus, oral discussions, sales, customer lists, marketing and/or business plans and/or financial information, cost estimates, pricing policy, which is identified as Proprietary and/or proprietary by the Disclosing Party in accordance with the guidelines in Article 3.

        1.3. "Disclosing Party" means that Party which directly or indirectly provides or makes available Proprietary Information to the other in connection with this Agreement.

        1.4. "Receiving Party" means that Party which receives or obtains Proprietary Information directly or indirectly from the Disclosing Party in connection with this Agreement.

        2. Purpose
        The purpose of this Agreement is to set forth the rights and obligations of the Parties with respect to the use, handling, protection, and safeguarding of Proprietary Information which is disclosed by MARTAC to Recipient, certain proprietary information related to surface, subsurface multi-mode, and hybrid vehicles, communication systems, command and control systems, sensors (e.g. RF, EO, IR, SONAR, others) (hereinafter "MARTAC Proprietary Information") for the purpose of furthering the MARTAC technologies for both U.S. and International opportunities as they relate to the areas mentioned above and the use, handling, protection, and safeguarding of Proprietary Information which is disclosed by the Recipient to MARTAC, consisting of certain proprietary information (hereinafter "Recipient Proprietary Information"), (the "Purpose").

        3. Guidelines

        3.1. When disclosed in writing, on magnetic, optical or any other type of media, Proprietary
        Information will be clearly and conspicuously marked by the Disclosing Party as
        Proprietary and/or Proprietary Information.

        3.2. When disclosed orally, Proprietary Information will be identified as Proprietary Information at the time of the oral disclosure and summarized in writing or other tangible form which will be delivered no later than 30 calendar days after the oral communication. The summary will be appropriately marked Proprietary in accordance with Article 3.1. During the thirty (30) days period, such information shall be protected as Proprietary Information.

        3.3. In the event that the Disclosing Party inadvertently or accidentally fails to identify information or data disclosed to the Receiving Party as being Proprietary Information in accordance with the above provisions, the Disclosing Party may correct such inadvertence or accident by notifying the Receiving Party in writing within thirty (30) days after the discovery thereof, provided that the Receiving Party shall have no liability with respect to any disclosure or uses of the unidentified or unmarked Proprietary Information which occurred prior to receipt of such notification.

        4. Limitations on Use and Disclosure of Proprietary Information

        4.1. Proprietary Information shall be used by the Receiving Party for no purpose other than carrying out the Purpose detailed in Article 2 above.

        4.2. Proprietary Information or any portion thereof shall not be disclosed and/or revealed and/or released and/or transferred by the Receiving Party, directly or indirectly, to any third party, including without limitation any of the Receiving Party's subcontractors, agents and consultants, without the prior written consent of the Disclosing Party. Disclosure of Proprietary Information by the Receiving Party pursuant this Article, if authorized, shall be made via written agreement containing terms and conditions no less restrictive than those of this Agreement.

        4.3. The Receiving Party will allow access to Proprietary Information belonging to the Disclosing Party only to its employees who have a “need to know” and to the extent necessary to perform their work within the Purpose detailed in Article 2 above. In this regard, the Receiving Party will be responsible for ensuring that the obligations of Proprietarily and non-use contained herein are observed by its employees and it represents that it has instituted policies and procedures which provide such adequate protection.

        4.4. The Receiving Party shall not, directly or indirectly analyze, decompile or otherwise reverse engineer any tangible samples or materials comprising the Proprietary information without express written permission of the Disclosing Party.

        4.5. If Proprietary Information is required to be disclosed by the Receiving Party to its government, or under the order of a court of competent jurisdiction, the Receiving Party shall promptly, and to the extent possible before making such disclosure, notify the Disclosing Party of such order and provide reasonable assistance to prevent such disclosure. Nevertheless, Proprietary Information disclosed pursuant this disclosure shall otherwise continue to be Proprietary Information protected in accordance with all the provisions of this Agreement.

        5. Standard of Care

        5.1. The Parties agree to hold all such Proprietary Information in confidence for the Disclosing Party and to store and protect the Proprietary Information by the use of, at least, the same degree of care that each Party uses to protect its own Proprietary Information, and in any event not less than a reasonable standard of care and to retain and not to remove any Proprietary Information stamps or marking appearing on such Proprietary Information.

        5.2. Any Information disclosed by the Parties under this Agreement which is Classified
        Information shall be protected used and handled, in accordance with security procedures
        prescribed by the appropriate Government.

        6. Contact
        Each Party shall designate in writing one or more individuals within its organization as the
        only point of contact for receiving Proprietary Information. Designated authorized recipients may be changed at any time upon prior written notice.

        7. Exceptions to the Limitations of Use
        The obligations with respect to handling of Proprietary Information set forth in this Agreement are not applicable to any information which:

        7.1. prior to its disclosure by the Disclosing Party to the Receiving Party, was lawfully already known to the Receiving Party (not as a result of a breach of any duty or obligation towards the Disclosing Party) provided that immediately upon the disclosure by the Disclosing Party, the Receiving Party will bring such fact to the attention of the Disclosing Party; or is at the time of disclosure in the public domain or which becomes public domain in each case, where the publication making such information public domain is not the result of a breach of this Agreement; or

        7.2. is legally received from a third party where the Receiving Party has no reasonable cause to believe that the receipt or the disclosure of such information by such third party was the result of or constitutes a breach of any duty or obligation towards the Disclosing Party; or

        7.3. is independently developed by the Receiving Party without any reference to the Proprietary Information and by employees who did not have any access to it; or

        7.4. is approved for release or use, by written authorization of the Disclosing Party.

        7.5. If any portion of the Proprietary Information falls within any one of the above exceptions, the remainder shall continue to be subject to the restrictions of this Agreement.

        8. Burden of Proof

        8.1. The burden of proof that Proprietary Information which is disclosed resides within one of the exceptions set forth in Article 7 above, shall be on the Receiving Party.

        8.2. The Receiving Party shall maintain the Proprietary Information until the Receiving Party has by clear and convincing evidence demonstrated to the Disclosing Party the validity of the aforesaid exceptions.

        8.3. In the event of a dispute between the Parties regarding the applicability of one of the exceptions set forth in Article 7 above, the Receiving Party shall maintain the Proprietary Information until a final and non-appealable arbitration award and/or a final non-appealable court judgment is granted.

        9. Term and Termination

        9.1. The term of this Agreement, during which time information and data may be exchanged, shall be for a period of 5 years from the Effective Date.

        9.2. This Agreement may be terminated earlier by either party giving at least 30 day’s notice in writing to the other party of its intention to do so.

        9.3.After the termination or expiry of this Agreement the Receiving Party will not make any further use, directly or indirectly, of the Proprietary Information for any purpose without
        the prior written permission of the Disclosing Party. Termination or expiry of this Agreement in accordance with the provisions of Article 9.1 and 9.2 shall not relieve the Receiving Party of its Proprietary obligations under this Agreement. Those obligations shall continue until the Proprietary Information falls within one of the exceptions set forth in Article 7 above.

        10. Return or Destruction of Proprietary Information

        10.1. Within thirty (30) days of the completion of the activities contemplated in Article 2 above or of termination or expiry of this Agreement or of Disclosing Party’s request, whichever shall first occur, the Receiving Party shall return or destroy all Proprietary Information disclosed hereunder and all copies thereof, at the choice of the Disclosing Party to be delivered in writing, and certify in writing that all copies thereof in its possession have been returned and/or destroyed.

        10.2. Upon written request by one Party, the other Party shall provide a signed, dated receipt which itemizes the Proprietary Information transmitted or received hereunder.

        11. Ownership of Proprietary Information

        11.1. All Proprietary Information disclosed under this Agreement shall remain the property of the Disclosing Party.

        11.2. No license or conveyance of any rights to either Party under any discoveries, inventions, patents, trade secrets, copyrights, or other form of intellectual property is expressly granted or implied by the disclosure or exchange of Proprietary Information between the Parties.

        12. Disclaimer

        12.1. The Disclosing Party warrants that it has the right to disclose the Proprietary Information to the Receiving Party. No other warranties or representations are made by the Disclosing Party under this Agreement. In furnishing any information or data hereunder, the Disclosing Party makes no warranty, guarantee, or representation, either expressed or implied, as to its adequacy, accuracy, sufficiency, or freedom from defect of any kind, including freedom from any patent infringement that may result from use thereof. Neither Party shall be liable in damages, of whatever kind, as a result of the other Party's receipt or use of, or reliance on, any information or data furnished hereunder, nor shall either Party be liable for incidental, special or consequential damages regarding the matters which are mentioned in this clause above.

        12.2. Nothing herein may be construed as creating any obligation on the part of either Party to disclose information or to enter into a business relationship whatsoever with the other.

        13. Successors

        13.1. This Agreement shall be binding upon and inure to the benefit of the respective successors and assigns of both Parties.

        14. Article Headings
        The headings of articles contained herein are used for convenience and ease of reference and
        do not limit or expand the scope or intent of the article.

        15. Applicable Law and Jurisdiction

        15.1. This Agreement shall be construed by the laws of laws of the State of Florida, United States of America without regard to its choice of law rules.

        15.2. Any dispute arising out of or in connection with this Agreement, including a dispute as to the validity or existence of this Agreement and/or this Article 15.2, unless settled amicably, shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its choice of law provisions. Jurisdiction and venue will lie in the State of Florida, Brevard County, for all causes of action arising under this Agreement and arbitration will be conducted in the English Language by a single arbitrator. The arbitrator shall set forth his opinion in writing, with reasons for the decision. The arbitrator's award may include compensatory damages against either Party, but under no circumstances will the arbitrator be authorized to nor shall he award punitive, exemplary or multiple damages against either Party. The arbitration award shall be final and binding and shall not be subject to appeal to any court in any jurisdiction. The prevailing party may enter such decision in any court having competent jurisdiction. The arbitration proceedings shall be kept in Proprietary from any entity/person not taking part in them.

        15.3. The Receiving Party acknowledges that monetary damages may be an insufficient remedy for damages resulting from the unauthorized disclosure of Proprietary Information and that the Disclosing Party shall be entitled, without waiving any other rights or remedies, to seek such injunctive or other equitable relief as may be deemed appropriate by a competent jurisdiction. Nothing herein shall be construed as prohibiting the Disclosing Party from pursuing any other available remedy for unauthorized disclosure or for breach of this Agreement.

        15.4. If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect. Should any of the obligations of this Agreement be found illegal or unenforceable as being too broad with respect to the duration, scope or subject matter thereof, such obligations shall be deemed and construed to be reduced to the maximum duration, scope or subject matter allowable by law in order to accommodate for the Parties' intentions on the Effective Date.

        16. Effective Date
        This Agreement shall be effective as of the date of the last signature appearing herein.

        17. Waiver
        The failure of the either Party, at any time, to require performance and/or enforcement of any
        provision of this Agreement shall not be construed as a waiver of the requiring Party of its rights under this Agreement, nor shall the failure of the requiring Party to take action affect its rights, at some later date, to enforce these rights under this Agreement for breach of any of the provisions of this Agreement.

        18. Commitment
        Nothing in this Agreement shall grant to either Party the right to make commitments of any
        kind on behalf of the other Party. This Agreement shall not constitute, create, give effect to or otherwise imply a joint venture or partnership or representation or formal business organization of any kind. The exchange of Proprietary Information hereunder does not constitute or otherwise imply an offer, acceptance of promise for any future contract or amendment to any existing contract between the Parties.

        19. Anticorruption
        Each Party declares and agrees that in connection with activities under this Agreement it has
        not knowingly performed and/or will not perform any act which would constitute a violation of the any other applicable anticorruption laws and/or regulations (the "Relevant Anticorruption Laws") or which would cause either Party hereto to be in violation of the Relevant Anticorruption Laws.

        20. Assignment
        Neither Party shall assign or otherwise transfer any of its rights nor shall obligations under
        this Agreement to any third party inure without the prior written consent of the other Party and any attempted assignment or transfer without such prior written consent shall be null and void.

        21. Entire Agreement

        21.1. This Agreement contains the entire understanding between the Parties, superseding all prior communications, Agreements, and understandings between the Parties with respect to the purpose of this Agreement.

        21.2. This Agreement shall remain in full force and effect, whether or not the Disclosing Party shall at any time own or control the rights to the Information.

        21.3. No amendment of this Agreement shall be effective unless reduced to a form executed by duly authorized representatives of both Parties. This Agreement shall apply in lieu of and notwithstanding any specific legends or statements associated with any particular information.


        IN WITNESS WHEREOF, the Parties have caused this Non-Disclosure / Proprietary Information Agreement to be executed by their duly authorized representatives as of the day and year last written below.



        • (Recipient)

        • Date Format: MM slash DD slash YYYY

        • (Maritime Tactical Systems Inc.)


        • _______________________________________________
          SIGNATURE

          Name: ___________________________________

          Title: ____________________________________

          Date: ____________________________________