Non Disclosure Non-Solicitation Agreement – Listing #2387

This Nondisclosure and Non-Solicitation Agreement (the “Agreement”) is entered into by and
principal offices at 1415 North Loop West, Suite 805, Houston, Texas 77008 (“Disclosing Party”)
and _____________________________________and all partners, associates or otherwise
“disclosed to” parties, located at ________________________________________ (“Receiving
Party”) for the purpose of preventing the unauthorized disclosure of Confidential Information as
defined below. The parties agree to enter into a confidential relationship with respect to the
disclosure of certain proprietary and confidential information (“Confidential Information”).
1. Definition of Confidential Information. For purposes of this Agreement, “Confidential
Information” shall include all information or material that is received orally or in writing and that
has or could have commercial value or other utility in the business in which Disclosing Party is
2. Exclusions from Confidential Information. Receiving Party’s obligations under this Agreement
do not extend to information that is: (a) publicly known at the time of disclosure or subsequently
becomes publicly known through no fault of the Receiving Party; (b) discovered or created by the
Receiving Party before disclosure by Disclosing Party; (c) learned by the Receiving Party through
legitimate means other than from the Disclosing Party or Disclosing Party’s representatives; or
(d) is disclosed by Receiving Party with Disclosing Party’s prior written approval.
3. Obligations of Receiving Party. Receiving Party shall hold and maintain the Confidential
Information in strictest confidence for the sole and exclusive benefit of the Disclosing Party.
Receiving Party shall carefully restrict access to Confidential Information to employees,
contractors, and third parties as is reasonably required and shall require those persons to sign
nondisclosure restrictions at least as protective as those in this Agreement. Receiving Party shall
not, without prior written approval of Disclosing Party, use for Receiving Party’s own benefit,
publish, copy, or otherwise disclose to others, or permit the use by others for their benefit or to
the detriment of Disclosing Party, any Confidential Information. Receiving Party shall return to
Disclosing Party any and all records, notes, and other written, printed, or tangible materials in its
possession pertaining to Confidential Information immediately if Disclosing Party requests it in
4. Time Periods. The nondisclosure provisions of this Agreement shall survive the termination of
this Agreement and Receiving Party’s duty to hold Confidential Information in confidence shall
remain in effect until the Confidential Information no longer qualifies as a trade secret or until
Disclosing Party sends Receiving Party written notice releasing Receiving Party from this
Agreement, whichever occurs first.
5. Relationships. Nothing contained in this Agreement shall be deemed to constitute either party
a partner, joint venturer or employee of the other party for any purpose.
6. Severability. If a court finds any provision of this Agreement invalid or unenforceable, the
remainder of this Agreement shall be interpreted so as best to effect the intent of the parties.
7. Return of Documents. Upon the request of the Disclosing Party, Receiving Party will promptly
deliver or destroy all written Evaluation Materials and any other written materials without
retaining, in whole or in any part, any copies, extracts or other reproductions (whatever the form
or storage medium) of such Evaluation Materials, and shall certify the destruction of such
Evaluation Materials in writing to the other party.
8. Integration. This Agreement expresses the complete understanding of the parties with respect
to the subject matter and supersedes all prior proposals, agreements, representations, and
understandings. This Agreement may not be amended except in a writing signed by both parties.
9. Waiver. The failure to exercise any right provided in this Agreement shall not be a waiver of
prior or subsequent rights.
10. Governance. This Agreement will be governed and construed in accordance with the State
of Texas, Harris County, without regard to the conflicts of law principles thereof.
This Agreement and each party’s obligations shall be binding on the representatives, assigns, and
successors of such party. Each party has signed this Agreement through its authorized

Disclosing Party
By: _______________________________
Printed Name: ______________________
Title: ______________________________
Dated: _________________


Receiving Party
By: ___________________________
Printed Name: ___________________
Title: __________________
Dated: _________________