Case 4:22-cv-00342-SHL-SBJ Document 1-4 Filed 10/10/22 Page 1 of 3
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`Mutual Nondisclosure Agreement
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`THIS AGREEMENT (the “Agreement”) governs and is entered into by and between, Critical
`Response Group, Inc. (and its representatives) located at 850 Bear Tavern Road, Suite 303,
`Ewing, New Jersey 08628; and Geo-Comm, Inc (and its representatives), located at 601 West St.
`Germain Street, St. Cloud, MN 56301, each referenced herein as to as “Party” and collectively
`referenced to as “Parties”, to prevent the unauthorized use and disclosure of proprietary or
`confidential information as defined below. The parties agree to enter a confidentiality agreement with
`the other with respect to the disclosure and use of certain proprietary and confidential information.
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`1. As used herein, “Confidential Information” shall mean any and all information provided by either party to
`the other, including proprietary or confidential or proprietary information ideas, techniques, nomenclature,
`labels, sketches, drawings, works of authorship, models, inventions, know-how, processes, apparatuses,
`equipment, algorithms, software programs, software source documents, and formulae related to the
`current, future, and proposed products and services of each of the parties, and including, their respective
`information concerning research, experimental work, development, design details and specifications,
`engineering, financial information, procurement requirements, purchasing, manufacturing, customer lists,
`investors, employees, business and contractual relationships, business forecasts, sales and merchandising,
`marketing plans and information the disclosing party provides regarding third parties. For CRG,
`Confidential Information shall include, but not be limited to, information as it relates to Collaborative
`Response Graphics® (CRGs®), product creation methods and techniques, geospatial publishing methods
`and software, iconography, product design, content and atheistic, gridding techniques, systems and
`nomenclature, joint agreement or efforts, sales, financial figures, projects, collaboration and related
`services.
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`2. Use and Disclosure of Proprietary Information. Each party agrees that at all times and
`notwithstanding any termination or expiration of this Agreement it will hold in strict confidence and not
`disclose to any third party proprietary and Confidential Information of the other, except as approved in
`writing by the other party to this Agreement and will use the Confidential Information for no purpose
`other than evaluating or pursuing a business relationship with the other party to this Agreement. The
`receiving Party agrees that Confidential Information is proprietary to the other and when disclosed shall
`be used by the receiving Party solely for the Purpose of this Agreement and for no other purpose
`whatsoever, and shall not be distributed, disclosed or disseminated to any third party.
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`3. Each party shall immediately notify the other upon discovery of any loss or unauthorized disclosure or
`use of the Confidential Information of the other party.
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`4. Each party’s obligations under this Agreement with respect to any portion of the other party’s
`Confidential Information shall terminate when the Recipient can document that: (a) it was in the public
`domain at the time it was communicated to the Recipient by the other party; (b) it entered the public
`domain subsequent to the time it was communicated to the Recipient by the other party through no fault
`of the Recipient; (c) it was in the Recipient’s possession free of any obligation of confidence at the time
`it was communicated to the Recipient by the other party; (d) it was rightfully communicated to the
`Recipient free of any obligation of confidence subsequent to the time it was communicated to the
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`Case 4:22-cv-00342-SHL-SBJ Document 1-4 Filed 10/10/22 Page 2 of 3
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`Recipient by the other party; (e) or it was developed by employees or agents of the Recipient
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`independently of and without reference to any information communicated to the Recipient by the other
`Party.
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`5. Upon termination or expiration of the Agreement, or upon written request of the other party, each party
`shall promptly return to the other all documents and other tangible materials representing the other’s
`Confidential Information and all copies thereof.
`6. The parties recognize and agree that nothing contained in this Agreement shall be construed as granting
`any property rights, by license or otherwise, to any Confidential Information disclosed pursuant to this
`Agreement, or to any invention or any patent, copyright, trademark, or other intellectual property right
`that has issued or that may issue, based on such Confidential Information. Neither party shall make,
`have made, use or sell for any purpose any product or other item using, incorporating, or derived from
`any Confidential Information of the other party.
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`7. This Agreement shall be governed by and construed in accordance with the laws of New Jersey without
`reference to conflict of laws principles. Any disputes under this Agreement may be
`brought in the state courts and the federal courts located in New Jersey, and the parties hereby consent
`to the personal jurisdiction and venue of these courts. This Agreement may not be amended except by
`a writing signed by both parties hereto.
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`8. Each party acknowledges that its breach of the Agreement will cause irreparable damage and hereby
`agrees that the other party shall be entitled to seek injunctive relief under this Agreement, as well as
`such further relief as may be granted by a court of competent jurisdiction.
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`9.
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`If any provision of this Agreement is found by a proper authority to be unenforceable or invalid that
`portion shall be severed, and a new enforceable provision shall be negotiated by the Parties and
`substituted therefore to accomplish the intent of the severed provision as nearly as practicable. The
`remaining provisions of this Agreement shall remain in full force and effect.
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`10. All notices or reports permitted or required under this Agreement shall be in writing and shall be
`delivered by personal delivery, electronic mail, facsimile transmission or by certified or registered mail,
`return receipt requested, and shall be deemed given upon personal delivery, five days after deposit in
`the mail, or immediately upon acknowledgment of receipt of electronic transmission. Notices shall be
`sent to the addresses set forth above in this Agreement or such other address as either party may specify
`in writing.
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`11. Agreement. This Agreement may be executed in two or more counterparts, and each such counterpart
`will be deemed an original hereof. E-mailed and facsimile signatures shall be binding.
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`12. Term. This Agreement shall expire one (1) year from the last date of signature of this Agreement, unless
`extended by mutual written agreement or termination by either Party upon 30 days’ notice in writing.
`Expiration or termination shall not affect the rights and obligations of the Parties with respect to
`Confidential Information, including trade secrets, received prior to the expiration or termination date of this
`Agreement. Confidential Information received hereunder is proprietary to each party and shall
`be protected by the receiving Party during the term of this Agreement and for a period of three
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`Case 4:22-cv-00342-SHL-SBJ Document 1-4 Filed 10/10/22 Page 3 of 3
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`(3) years from the date of expiration or termination of this Agreement. Notwithstanding the
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`foregoing, any trade secret shared under this Agreement shall be protected as confidential as long as it
`is required by law or as long as the owner maintains it as confidential.
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`13. Ownership of Proprietary Information. Nothing in this Agreement shall create in the receiving Party,
`by express grant, implication, estoppel or otherwise, any right, title, interest, or license in or to the
`inventions, patents, technical data, computer software, software documentation or other intellectual
`property of the disclosing Party. Each Party agrees that software programs, products and product
`development techniques of the other party contain valuable Confidential Information and each party
`agrees it will not modify, reverse engineer, decompile, create other works from, or disassemble any
`software programs contained in the Confidential Information of the other party without the prior written
`consent of the other party.
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`14. Entire Agreement. This Agreement supersedes all prior discussions and writings with respect to the
`subject matter hereof and constitutes the entire agreement between the Parties with respect to the subject
`matter hereof, provided, however, that nothing in this clause shall exclude liability for fraudulent
`misrepresentation. This Agreement cannot be changed in any respect except as agreed in a writing of
`subsequent date that is duly executed by authorized representatives of both Parties.
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`Name:
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`Heather Hoskins
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`Signature:
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`_____________________
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`Critical Response Group, Inc. 850
`Bear Tavern Road
`Suite 303
`Ewing, New Jersey 08628
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`Name: Philip M. Coyne
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`Signature:
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`Title:
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`Date:
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`VP of Finance & Administration
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`Title:
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`______________________
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`Date
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`President
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`March 1, 2021
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`March 1, 2021
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