Eldorado Climbing Walls Nondisclosure Agreement

I. Confidential Information. “Confidential Information” means any information disclosed by Company to Third Party, either directly or indirectly, in writing, orally or by inspection of tangible objects, including without limitation documents, prototypes, samples, plant and equipment, research, product plans, products, services, customer lists, software, developments, inventions, processes, designs, drawings, engineering, hardware configuration, marketing materials or finances, whether or not such information is marked or otherwise designated as “Confidential,” “Proprietary” or some similar designation. Confidential Information may also include information disclosed to the Company by other parties.  Confidential Information shall not, however, include any information which (i) was publicly known and made generally available in the public domain prior to the time of disclosure by the Company; (ii) becomes publicly known and made generally available after disclosure by the Company to Third Party through no action or inaction of Third Party; (iii) is obtained by Third Party from another party without a breach of such Third Party’s obligations of confidentiality; (iv) is independently developed by Third Party without use of or reference to Company’s Confidential Information, as shown by documents and other competent evidence in Third Party’s possession; or (v) is required by law to be disclosed by Third Party, provided that Third Party gives Company prompt written notice of such requirement prior to such disclosure and assistance in obtaining an order protecting the information from public disclosure.I. Confidential Information. “Confidential Information” means any information disclosed by Company to Third Party, either directly or indirectly, in writing, orally or by inspection of tangible objects, including without limitation documents, prototypes, samples, plant and equipment, research, product plans, products, services, customer lists, software, developments, inventions, processes, designs, drawings, engineering, hardware configuration, marketing materials or finances, whether or not such information is marked or otherwise designated as “Confidential,” “Proprietary” or some similar designation. Confidential Information may also include information disclosed to the Company by other parties.  Confidential Information shall not, however, include any information which (i) was publicly known and made generally available in the public domain prior to the time of disclosure by the Company; (ii) becomes publicly known and made generally available after disclosure by the Company to Third Party through no action or inaction of Third Party; (iii) is obtained by Third Party from another party without a breach of such Third Party’s obligations of confidentiality; (iv) is independently developed by Third Party without use of or reference to Company’s Confidential Information, as shown by documents and other competent evidence in Third Party’s possession; or (v) is required by law to be disclosed by Third Party, provided that Third Party gives Company prompt written notice of such requirement prior to such disclosure and assistance in obtaining an order protecting the information from public disclosure.

II. Non-use and Non-disclosure.  Except as Company may consent to in writing, Third Party shall not use the Confidential Information of Company for any purpose except to evaluate and engage in discussions concerning a potential business relationship between the parties. If Third Party makes copies of the Confidential Information of Company, such copies shall also constitute Confidential Information and any and all confidential markings on such documents shall be maintained.  Third Party shall not reverse engineer, disassemble or decompile any prototypes, software or other tangible objects which embody Company’s Confidential Information and which are provided to Third Party hereunder.

III. Maintenance of Confidentiality.  Third Party shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of Company.  Without limiting the foregoing, Third Party shall take at least those measures that it takes to protect its own most highly confidential information and shall promptly notify Company of any misuse or misappropriation of Confidential Information of which it becomes aware.  Third Party shall disclose Confidential Information only to those officers, directors, employees and contractors who are required to have the information in order to evaluate or engage in discussions concerning the contemplated business relationship, and Third Party shall remain responsible for compliance with the terms of this Agreement by its officers, directors, employees and contractors. Third Party shall not sell, transfer or otherwise use or exploit any Confidential Information of Company.

IV. Ownership Rights. Third Party acknowledges that the Confidential Information is, and at all times will be, Company’s sole property, even if suggestions made by Third Party are incorporated into the Confidential Information. Third Party does not obtain any rights, by license or otherwise, in Company’s Confidential Information. The Confidential Information may pertain to prospective or unannounced products. Third Party may not use Company’s Confidential Information as a basis on which to develop or have another party develop a competing or similar plan or undertaking.

V. No Obligation.  Nothing herein shall obligate either party to proceed with any transaction between them and each party reserves the right, in its sole discretion, to terminate the discussions contemplated by this Agreement concerning the business opportunity.

VI. No Warranty.  All Confidential Information is provided “as is.”  Company makes no warranties, express, implied or otherwise, regarding its accuracy, completeness or performance.

 VII. Return of Materials.  All documents and other tangible objects containing or representing Confidential Information which have been disclosed by Company to Third Party, and all copies thereof which are in the possession of Third Party, shall be and remain the property of Company and shall be promptly returned to Company upon Company’s written request.

VIII. No License.  Nothing in this Agreement is intended to grant any rights to Third Party under any patent, mask work right or copyright of Company, nor shall this Agreement grant Third Party any rights in or to the Confidential Information of Company except as expressly set forth herein.

IX. Term.  The obligations of Third Party hereunder shall survive for a period of three years after the disclosure of the Confidential Information or until such time as all Confidential Information of Company disclosed hereunder becomes publicly known and made generally available through no action or inaction of Third Party, whichever is earlier.

X. Remedies.  Third Party agrees that any violation or threatened violation of this Agreement may cause irreparable injury to Company, entitling Company to seek injunctive relief in addition to all legal remedies.

XI. Miscellaneous.  Third Party may not assign its rights or obligations under this Agreement without the prior written consent of Company.  Any attempted assignment in violation of this Section will be null and void.  Third Party’s obligations under this Agreement will survive the termination of discussions or negotiations. This Agreement will inure to the benefit of any and be binding upon the heirs, personal representatives, administrators, successors and assigns of the parties hereto. This Agreement shall be governed by the laws of the State of Colorado, without reference to conflict of laws principles.  This document contains the entire agreement between the parties with respect to the subject matter hereof, and neither party shall have any obligation, express or implied by law, with respect to trade secrets or proprietary information of the other party except as set forth herein. The invalidity or unenforceability of any provision of this Agreement, or any of its terms or provisions, will not affect the validity of this Agreement as a whole, which will at all times remain in full force and effect.  A failure to enforce any provision of this Agreement will not constitute a waiver thereof or of any other provision.  This Agreement may not be amended, nor any obligation waived, except by a writing signed by both parties hereto.  Any notices required to be given under this agreement shall be deemed given upon the earlier of receipt of five (5) days after mailing by certified mail, return receipt requested, or hand delivery by messenger or express service, to the addresses stated on the first page, or to such other address as the either party may specify to the other in writing from time to time.

XII. Amendment and Waiver. Any term of this Agreement may be amended with the written consent of Company and Third Party. Any amendment or waiver effected in accordance with this Section shall be binding upon the parties and their respective successors and assigns. Failure to enforce any provision of this Agreement by a party shall not constitute a waiver of any term hereof by such party.

XIII. Electronic Signatures. This agreement, agreements ancillary to this agreement, and related documents entered into in connection with this agreement are signed when a party’s signature is delivered by facsimile, email, or another electronic medium. These signatures must be treated in all respects as having the same force and effect as original signatures.

 

Our 25+ years of experience building custom and modular climbing terrain and industry research have led us here.

Kinetix Action Towers.

Nothing else compares to the opportunities offered by this new action architecture.

  • Add action features where you never could before due to space, structural, or permitting constraints..
  • Get more kids and adults enjoying the same activities at the same time.
  • Regularly ReFresh your facility with easily swappable features.
  • Provide multiple challenges on the same features, encouraging guests to climb more than once.
  • Gain extremely high throughput  on a single action tower-TRUBLUE Auto Belay-protected with up to 12 guests in a 30’diameter footprint.