@extends('layout')

@section('title', 'Non Disclosure Agreement')

@section('content')
    <div class="main-card mb-3 card">
        <div class="card-body">
            <form method="post" action="{{ route('nda.update', $nda->id) }}">
                @csrf
                @method('PUT')
                <div class="mb-3 card card-body text-center">
                    <h3>Non Disclosure Agreement</h3>
                </div>
                <p>
                    This agreement is made as of the date signed, by and between the parties, Rightvarsity Technologies,
                    LLC. located in Santa Clara, California (“Rightvarsity” or “the Disclosing Party”) and the Receiving
                    Party (named on the signature page) and of the address in the signature page.
                </p>
                <p>
                    <br>
                    This Agreement shall govern the conditions of disclosure by Rightvarsity
                    Technologies to the Receiving Party of certain "Confidential Information"
                    including but not limited to designs, prototypes, drawings, data, trade secrets
                    and intellectual property relating to the "Patent and Copyright Pending"
                    inventions/products by Rightvarsity.
                </p>
                <h3>Definition of Confidential Information.</h3>
                <p>
                    (a) For purposes of this Agreement, <strong>"Confidential Information"</strong>
                    means any data or information that is proprietary to the Disclosing Party and
                    not generally known to the public, whether in tangible or intangible form, in
                    whatever medium provided, whether unmodified or modified by Receiving Party or
                    its Representatives (as defined herein), whenever and however disclosed,
                    including, but not limited to: (i) any marketing strategies, plans, financial
                    information, or projections, operations, sales estimates, business plans and
                    performance results relating to the past, present or future business activities
                    of such party, its affiliates, subsidiaries and affiliated companies; (ii) plans
                    for products or services, and customer or supplier lists; (iii) any scientific
                    or technical information, invention, design, process, procedure, formula,
                    improvement, technology or method; (iv) any concepts, reports, data, know-how,
                    works-in-progress, designs, development tools, specifications, computer
                    software, source code, object code, flow charts, databases, inventions,
                    information and trade secrets; (v) any other information that should reasonably
                    be recognized as confidential information of the Disclosing Party; and (vi) any
                    information generated by the Receiving Party or by its Representatives that
                    contains, reflects, or is derived from any of the foregoing. Confidential
                    Information need not be novel, unique, patentable, copyrightable or constitute
                    a trade secret in order to be designated Confidential Information. The Receiving
                    Party acknowledges that the Confidential Information is proprietary to the
                    Disclosing Party, has been developed and obtained through great efforts by the
                    Disclosing Party and that Disclosing Party regards all of its Confidential
                    Information as trade secrets.
                </p>
                <p>
                    (b) Notwithstanding anything in the foregoing to the contrary, Confidential
                    Information shall not include information which: a) was lawfully possessed, as
                    evidenced by the Receiving Party’s records, by the Receiving Party prior to
                    receiving the Confidential Information from the Disclosing Party; (b) becomes
                    rightfully known by the Receiving Party from a third-party source not under an
                    obligation to Disclosing Party to maintain confidentiality; (c) is generally
                    known by the public through no fault of or failure to act by the Receiving Party
                    inconsistent with its obligations under this Agreement; (d) is required to be
                    disclosed in a judicial or administrative proceeding, or is otherwise requested
                    or required to be disclosed by law or regulation, although the requirements of
                    paragraph 4 hereof shall apply prior to any disclosure being made; and (e) is or
                    has been independently developed by employees, consultants or agents of the
                    Receiving Party without violation of the terms of this Agreement, as evidenced
                    by the Receiving Party’s records, and without reference or access to any
                    Confidential Information.
                </p>
                <p>
                    With regard to the Confidential Information, the Receiving Party hereby agrees:
                </p>
                <p>
                    <strong>1.</strong> Not to use the information therein except for soliciting
                    business for Rightvarsity or evaluating its interest in entering into a business
                    relationship with Rightvarsity, based on the invention/services/product in
                    question.
                </p>
                <p>
                    <strong>2.</strong> To safeguard the information against disclosure to others
                    with the same degree of care as exercised with its own information of a similar
                    nature.
                </p>
                <p>
                    <strong>3.</strong> Not to disclose the information to others, without the
                    express written permission of Rightvarsity, except that: a. which the Receiving
                    Party can demonstrate by written records was previously known;
                    b. which are now, or become in the future, public knowledge other than through
                    acts or omissions of the Receiving Party
                    c. which are lawfully obtained by the Receiving Party from sources independent
                    of Rightvarsity;
                </p>
                <p>
                    <strong>4.</strong> That the Receiving Party shall not directly or indirectly
                    acquire any interest in, or design, create, manufacture, sell or otherwise deal
                    with any item or product, containing, based upon or derived from the
                    information, except as may be expressly agreed to in writing by Rightvarsity
                    Technologies.
                </p>
                <p>
                    <strong>5.</strong> That the secrecy obligations of the Receiving Party with
                    respect to the information shall continue for the longer of the time for which
                    the confidentiality of the information provides a competitive advantage or a
                    period ending 5 years from the date hereof.
                </p>
                <p>
                    <strong>6. Non-Circumvention:</strong> The Receiving Party agrees not to
                    directly or indirectly circumvent, avoid or bypass Rightvarsity, or to contact,
                    deal with, transact, or otherwise be involved with any corporation, partnership,
                    proprietorships, trust, individuals, or other entities introduced by
                    Rightvarsity through the invention/services/product in question without the
                    specific written permission of the introducing Rightvarsity.
                </p>
                <p>
                    <strong>7. Severability:</strong> Should any portion of the Agreement be
                    declared invalid or unenforceable, then such portion shall be deemed to be
                    severable from this Agreement and shall not affect the remainder hereof.
                </p>
                <p>
                    <strong>8. Integration:</strong> This Agreement constitutes the entire Agreement
                    between the Parties and supersedes all prior discussion, negotiations and
                    Agreements, whether oral or written. The parties further intend that this
                    Agreement constitute the complete and exclusive statement of its terms and
                    that no extrinsic evidence whatsoever may be introduced in any judicial or
                    arbitration proceeding involving this Agreement.
                </p>
                <p>
                    <strong>9. Amendments:</strong> Any change or amendment to this Agreement,
                    including oral modification supported by new consideration, must be reduced to
                    in writing and signed by all Parties before becoming effective.
                </p>
                <p>
                    <strong>10. Waiver:</strong> No waiver or default of any of this agreement by
                    any party shall be implied form any omission of such party to take action
                    against the defaulting party. One or more waiver of any covenant, terms or
                    condition of this agreement by any party shall not be considered to be waiver
                    r render unnecessary consent or approval of said party of any subsequent or
                    similar acts or omission.
                </p>
                <p>
                    <strong>11.</strong> (a)The validity, construction and performance of this
                    Agreement shall be governed and construed in accordance with the laws of
                    California applicable to contracts made and to be wholly performed within such
                    state, without giving effect to any conflict of laws provisions thereof. The
                    Federal and state courts located in California shall have sole and exclusive
                    jurisdiction over any disputes arising under, or in any way connected with or
                    related to, the terms of this Agreement and Receiving Party: (i) consents to
                    personal jurisdiction therein; and (ii) waives the right to raise forum non
                    convenience or any similar objection.
                </p>
                <p>
                    (b) Rightvarsity Technologies will be entitled to obtain an injunction to
                    prevent threatened or continued violation of this Agreement, but failure to
                    enforce this Agreement will not be deemed a waiver of this Agreement.
                </p>
                <p>
                    IN WITNESS WHEREOF the Parties have hereunto executed this Agreement as of the
                    day and year first above written. If you agree to the conditions above, please
                    sign and return it to Rightvarsity Technologies as soon as possible.
                </p>
                <p>
                    SIGNATURE
                </p>
                <p>
                    Mary (Molly) Uzoh, CEO/Principal Consultant<br>
                    RIGHTVARSITY TECHNOLOGIES, LLC
                </p>
                <p>
                    <strong>
                        By signing this contract I agree that I have read; I understand; and will abide by the
                        stipulations established in the NON-DISCLOSURE AGREEMENT
                    </strong>
                </p>
                <div class="form-row">
                    <div class="col-md-6">
                        <div class="position-relative form-group">
                            <label for="by_rp_name">
                                <span class="text-danger">*</span> The Receiving Party/Company Name
                            </label>
                            <input name="by_rp_name" id="by_rp_name" type="text"
                                   class="form-control" value="{{ $nda->by_rp_name }}" required>
                        </div>
                    </div>
                    <div class="col-md-6">
                        <div class="position-relative form-group">
                            <label for="by_address">
                                <span class="text-danger">*</span> Address:
                            </label>
                            <input name="by_address" id="by_address" type="text"
                                   class="form-control" value="{{ $nda->by_address }}" required>
                        </div>
                    </div>
                    <div class="col-md-6">
                        <div class="position-relative form-group">
                            <label for="by_authorized_rep">
                                <span class="text-danger">*</span>
                                The Receiving Party’s Authorized Representative
                            </label>
                            <input name="by_authorized_rep" id="by_authorized_rep" type="text"
                                   class="form-control" value="{{ $nda->by_authorized_rep }}"
                                   required>
                        </div>
                    </div>
                    <div class="col-md-6">
                        <div class="position-relative form-group">
                            <label for="by_title">
                                <span class="text-danger">*</span> Title:
                            </label>
                            <input name="by_title" id="by_title" type="text"
                                   class="form-control" value="{{ $nda->by_title }}" required>
                        </div>
                    </div>
                    <div class="col-md-6">
                        <div class="position-relative form-group">
                            <label for="by_phone">
                                <span class="text-danger">*</span> Phone:
                            </label>
                            <input name="by_phone" id="by_phone" type="text"
                                   class="form-control" value="{{ $nda->by_phone }}" required>
                        </div>
                    </div>
                    <div class="col-md-6">
                        <div class="position-relative form-group">
                            <label for="by_email">
                                <span class="text-danger">*</span> E-mail:
                            </label>
                            <input name="by_email" id="by_email" type="text"
                                   class="form-control" value="{{ $nda->by_email }}" required>
                        </div>
                    </div>
                    <div class="col-md-6">
                        <div class="position-relative form-group">
                            <label for="by_signature">
                                <span class="text-danger">*</span> Signature:
                            </label>
                            <input name="by_signature" id="by_signature" type="text"
                                   class="form-control" value="{{ $nda->by_signature }}" required>
                        </div>
                    </div>
                    <div class="col-md-6">
                        <div class="position-relative form-group">
                            <label for="by_date">
                                <span class="text-danger">*</span> Date:
                            </label>
                            <input name="by_date" id="by_date" type="date" class="form-control"
                                   value="{{ $nda->by_date }}" required>
                        </div>
                    </div>
                    <div class="col-md-12">
                        <div class="form-group text-center">
                            <button class="btn-wide btn-pill btn-shadow btn-hover-shine btn btn-primary btn-lg">
                                Update
                            </button>
                        </div>
                    </div>
                </div>
            </form>
        </div>
    </div>
@endsection