Confidentiality Agreement
(“Representatives”) with a need to know the Confidential Information
This Confidentiality Agreement (“Agreement”) is effective on [DATE] (the
“Effective Date”) and is between Reston (“Disclosing Party”) and [Name
of Recipient] (“Recipient”).
The parties agree as follows:
1. Definition. “Confidential Information” means all technical and
business information which is: (a) disclosed in printed or electronic
form and marked as “proprietary” or “confidential” or other
substantially similar language, (b) orally or visually disclosed and
promptly reduced to writing, delivered to the receiving party and
marked as “proprietary” or “confidential” or other substantially similar
language, or (c) if not so marked, of the type that would reasonably be
understood by a party receiving it to constitute proprietary or
confidential information. Confidential Information shall include,
without limitation, this Agreement, concepts, research and
development objectives, product ideas and developments, product
specifications, product or component samples, data, designs, sketches,
photographs, drawings, reports, marketing plans, market research,
marketing and sales information, financial information, cost
information, studies, findings, inventions, ideas, know-how, and all
intellectual property owned or licensed by Disclosing Party.
2. Exclusions. Confidential Information shall not include any
information, whether oral or written, that: (i) was already in the
possession of the Recipient prior to the receipt of the information from
the Disclosing Party without restriction on its use or disclosure; (ii) is
or becomes available to the general public through no act or fault of
the Recipient; (iii) is rightfully disclosed to the Recipient by a third
party without restriction on its use or disclosure; (iv) is independently
developed by the Recipient’s Representatives (defined below) who
have not had access to the Disclosing Party’s Confidential Information.
3. Purpose. The Disclosing Party desires to disclose Confidential
Information to Recipient solely for the purpose of entering into an
employment relationship between the parties and performing
employment duties as an employee of the Disclosing Party (the
“Purpose”).
4. Handling. Recipient agrees to hold the Disclosing Party’s Confidential
Information in confidence for a period of five (5) years from the date
received; provided, however, with respect to Confidential Information
that is a trade secret under the laws of the jurisdiction set out in Section
13 below, such rights and obligations will survive such expiration
until, if ever, such Confidential Information loses its trade secret
protection other than due to an act or omission of the Recipient or its
Representatives. Recipient shall not use Disclosing Party’s
Confidential Information other than to conduct business with Recipient
for the Purpose stated above. Recipient agrees to not disclose to any
third party any Confidential Information except to conduct business
with or on behalf of the Disclosing Party and then only if prior to such
disclosure (i) such third party executes a written agreement having the
terms and conditions provided herein and (ii) such written agreement
has been provided to and approved by the Disclosing Party.
5. Disclosure. Recipient agrees to take all necessary steps to protect
Confidential Information with at least the same degree of care the
Recipient uses to protect its own confidential or proprietary
information of a similar kind, but in no event less than reasonable care.
Without limiting the generality of the foregoing, Recipient agrees that
such Confidential Information will be made available only to those of
each party’s respective employees, agents, or consultants
for the Purpose and, before such disclosure to a Representative, will
notify each Representative of the terms of this Agreement, and will
require such Representative to be bound by confidentiality duties or
obligations that are no less restrictive than the terms and conditions of
this Agreement.
6. Legally Compelled Disclosures. Any disclosure by the Recipient or its
Representatives of any of the Disclosing Party's Confidential
Information pursuant to a written request by a federal, state, or local
government authority, as required under applicable federal, state, or
local law, regulation or a under a valid order issued by a court or
governmental agency of competent jurisdiction (a “Legal Action”) shall
be subject to the terms of this Section. Before making any such
disclosure, the Recipient shall make commercially reasonable efforts to
provide the Disclosing Party with: (a) prompt written notice of such
requirement so that the Disclosing Party may seek, at the Disclosing
Party's sole cost and expense, a protective order or other remedy; and (b)
reasonable assistance, at the Disclosing Party's sole cost and expense, in
opposing such disclosure or seeking a protective order or other
limitations on disclosure. Confidential Information disclosed pursuant
to this Section shall remain Confidential Information to the extent
applicable.
7. Termination. Either party may terminate this Agreement at any time,
effective immediately, upon written notice to the other party. In the
event of termination, the rights obligations of the parties under this
Agreement shall survive and shall continue in full force and effect with
respect to Confidential Information for the period set forth in Section 4.
Upon termination, and at the request of the Disclosing Party, the
Recipient shall either return any Confidential Information to the
Disclosing Party (including all copies) or destroy any Confidential
Information (including all copies and electronic copies thereof) and
certify to the Disclosing Party as to the destruction of such Confidential
Information, except that Recipient may retain in the office of its legal
counsel one copy of written Information that it is required by law to
retain for record purposes only; provided, however, that such
Confidential Information remains subject to the confidentiality
obligations of this Agreement for as long as it is retained by Recipient
or its legal counsel.
8. No Transfer. Except as provided in a definitive written agreement
between the parties, Recipient shall not acquire any rights whatsoever in
any intellectual property owned by or disclosed by the Disclosing Party
connection with this Agreement regardless of whether such intellectual
property is part of the Confidential Information.
9. No Obligation. The execution of this Agreement and the provision or
receipt of Confidential Information hereunder shall not constitute a
commitment to enter into any underlying business relationship,
including, without limitation, any license, distribution, technology
transfer, joint venture, partnership, or any other arrangement. Any such
relationship shall be entered into only upon the execution of a written
agreement between the parties concerning the relationship. Nothing
contained herein shall restrict either party's right to pursue similar
matters or undertake similar projects with third parties; provided,
however, that Recipient is otherwise in compliance with the terms of this
Agreement.
10. Warranty; Disclaimer. Recipient agrees that the Confidential
Information provided by a Disclosing Party to the Recipient is provided
“as is.” No other representations or warranties with respect to
Confidential Information, either express or implied, are made by
 Disclosing Party, including, without limitation warranties of IN WITNESS WHEREOF, the parties hereby, or authorized agents
merchantability, fitness for a particular purpose. thereof, have executed this Agreement, which shall be binding upon
them and their respective successors and assigns, as of the Effective
11. Confidentiality of Relationship. Without the prior written consent of Date.
Disclosing Party, neither Recipient nor its Representatives shall
disclose to any person the fact that Recipient has received any
RESTON
Confidential Information from Disclosing Party or that discussions or
negotiations are taking place with Disclosing Party, including the
nature of any discussions or the status thereof, nor shall Recipient
By:
disclose or suggest to third parties that there is a working relationship
(Signature)
with, or other association with, Disclosing Party.
12. Remedies. Recipient acknowledges and stipulates that the covenants Printed Name: Jennifer Panepinto
and agreements contained herein are of a special nature and that any
breach by either party of the terms this Agreement (a) may result in Title: Chief Marketing Officer
damages to Disclosing Party in amounts difficult to ascertain and (b)
will give rise to irreparable injury to Disclosing Party. Accordingly, Date: July 29, 2023
Recipient consents, and agrees that Disclosing Party is entitled to
receive equitable relief, including, without limitation, injunctive relief
and specific performance, without the necessity of proof of actual RECIPIENT
damage, against the actual or threatened breach of this Agreement in
any proceeding that may be brought to enforce any provision of this
Agreement, in addition to any other legal remedies that may be (Signature)
available.
Recipient Name:
13. Miscellaneous. This Agreement constitutes the entire agreement
Date:
among the parties and supersedes any prior understandings,
agreements, or representations by or among the parties, written or oral,
to the extent they relate in any way to the subject matter hereof. Any
addition or modification to this Agreement must be made in writing
and signed by an authorized representative of each party. This
Agreement is binding on each party, its officers, agents, employees,
affiliated companies, and successors. This Agreement is not
assignable or transferable by either party without the written consent
of the other party. This Agreement may be executed in one or more
counterparts (including by means of facsimile), each of which shall be
deemed an original but all of which together will constitute one and
the same instrument. The construction, interpretation and performance
of this Agreement, as well as the legal relations of the parties arising
hereunder, shall be governed by construed and enforced in accordance
with the laws of the State of Ohio (without regard to any conflict of
laws principles), and the parties agree that the courts located in the
State of Ohio shall be competent for resolving any issues under this
Agreement.

Document1
12329183.1