This mutual nondisclosure agreement (the “Agreement”) is entered into as of the dates set forth below and is by and between Globalink, Inc. (“Disclosing Party”) and Reseller (“Receiving Party”).

WHEREAS, each party hereto (the "Receiving Party") understands that the other party

hereto (the "Disclosing Party") has disclosed, or may disclose, information, ideas, materials and documents relating to the other party and its business, assets, intellectual property, inventions, processes, customers, financial condition, strategies, forecasts, results of operations, prospects, and quotes, prices, pricing lists, other information relating to proposed business relationships and transactions, and other proprietary information of Disclosing Party (collectively and including all information derived there from, the "Confidential Information").

 THEREFORE, in consideration of the parties' discussions and access of Receiving Party to Confidential Information of Disclosing Party, Receiving Party agrees as follows:

1. For a period of three years after the date that Receiving Party has signed this

Agreement, or at such earlier time as Disclosing Party shall expressly authorize Receiving Party in writing otherwise, Receiving Party shall: (i)
hold Disclosing Party's Confidential Information in complete confidence and take all reasonable precautions, including, without limitation, all
precautions Receiving Party employs with respect to its own confidential and proprietary information, in order to protect and safeguard the
Confidential Information from disclosure to, or use by, anyone, except as expressly permitted hereunder; (ii) not use the Confidential Information
in any manner for any purpose whatsoever, except to evaluate internally a possible transaction or relationship with Disclosing Party; (iii) not use or
disclose Confidential  Information in any manner that is harmful to Disclosing Party; (iv) not disclose Confidential Information to any non-employee
or third party, without the express, prior written authorization of Disclosing Party; and (v) not disclose any Confidential Information to employees of
 Receiving Party, except on a need-to-know basis after such employees shall have entered into a confidentiality agreement with Receiving Party at least
 as restrictive as this Agreement.


2. The foregoing restrictions on use and disclosure shall not apply to any information

that Receiving Party can reasonably demonstrate: (i) is or becomes (through no improper action or inaction by Receiving Party) generally available to the public; (ii) was rightfully in its possession prior to receipt from Disclosing Party, provided it complies with all restrictions imposed thereon by third parties or by law; (iii) was independently developed without use of any Confidential Information of Disclosing Party by employees who have not had access to such information; or (iv) is required to be disclosed by law or court order, provided Receiving Party uses diligent, reasonable efforts to limit disclosure and to obtain confidential treatment or a protective order and has allowed Disclosing Party to participate in the proceeding.

3. Immediately upon the earlier of either the termination of Receiving Party’s authorized use of Confidential Information, or upon the request of Disclosing Party, Receiving Party shall deliver to Disclosing Party all Confidential Information of Disclosing Party, including, without limitation, all documents, records, notes, electronic media, materials and all other media containing any portions or extracts of Confidential Information, or shall destroy the same by shredding or other appropriate means adequate to protect the confidentiality thereof.

4. Receiving Party agrees that due to the unique nature of Disclosing Party's Confidential Information, there can be no adequate remedy at law for any breach of this Agreement, which breach may result in irreparable harm to Disclosing Party, and therefore, upon any such breach or any threat thereof, Disclosing Party shall be entitled to appropriate equitable relief in addition to whatever remedies it might have at law.

5. All Confidential Information shall at all times be and remain the sole property of

Disclosing  Party. Disclosure of Confidential Information by Disclosing Party to Receiving Party shall in no way be construed as, or operate to grant, a license or transfer of any other right or interest to such Confidential Information or under any patent, trademark, copyright, or other intellectual property right.

6. Receiving Party acknowledges that nothing herein requires the disclosure of any

Confidential Information of Disclosing Party or requires Disclosing Party to proceed with any relationship or transaction until a definitive written agreement (excluding any letter of intent or other preliminary written agreement) setting forth the terms of any proposed transaction shall have been executed and delivered. Each party acknowledges that any and all information contained in the Confidential Information is provided by the other party without any representation or warranty, express or implied, as to the accuracy or completeness of the Confidential Information so provided.

7. This Agreement supersedes all prior discussions and writings and constitutes the entire agreement between the parties with respect to the subject matter hereof. This Agreement and Receiving Party’s obligations shall be binding upon the representatives, assigns, and successors of Receiving Party and shall inure to the benefit of the assigns and successors of Disclosing Party. No waiver or modification of this Agreement shall be binding upon a party unless made in writing and signed by a duly authorized representative of such party and no failure or delay in enforcing any right will be deemed a waiver. This Agreement shall be governed by the law of the State of Kansas without regard to the conflicts of law provisions thereof. If any provisions of this Agreement shall be held to be illegal, invalid or unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect. The prevailing party in any action to enforce this Agreement shall be entitled to costs and attorneys' fees.



IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates below.



 

CORPORATION Globalink, Inc.
By: Globalink Reseller Sales Director      
         

Date & IP: Electronically recorded upon form submission.

Reseller Name:

Reseller Email :