Confidentiality and Non-Disclosure Agreement

​In order to evaluate the relative merits and risks of a business relationship with ICONz Associates LLC (the “Company”), or the procurement of products or services offered by the Company, I(hereinafter “I” or “me”) am requesting that the Company disclose to me information which the Company considers confidential and proprietary in nature.

While neither party has an obligation to sell or purchase any item or enter into any business relationship by reason of the disclosure of information or the existence of this agreement, I understand and agree that any disclosure by me of the information provided to me by Company would be detrimental to the Company. For these reasons, I agree that I will not (a) copy any written materials provided to me by Company, (b) distribute or disclose those materials or the information contained in them, or (c) disclose any other information provided to me by Company in any other form. Further, I will use the information and/or materials only for the purpose set forth above and I specifically agree not to use or assist others in using such information or materials for competitive trade purposes.
​The foregoing restrictions will not apply to information which I can demonstrate in writing (a) was in the public domain at the time of disclosure or becomes generally available to the public, other than through a breach of an obligation of confidentiality in effect as of the date of its becoming generally available to the public; (b) becomes available to me on a non-confidential basis from a source other than Company, provided that such source is not bound by a confidentiality agreement or otherwise prohibited from transmitting the information by a contractual, legal or fiduciary obligation; or (c) was in my possession or knowledge without restriction as to use or disclosure prior to receipt from Company. Notwithstanding anything foregoing to the contrary, I may disclose confidential information if I am compelled to do so by valid legal process; provided, however, that in such event, I will provide prompt and timely notice to Company prior to any such disclosure.

​I further agree to immediately return all Company plans, financial information, specifications, written materials, and/or drawings concerning the Company provided to me by Company (whether in hard copy or electronic format) upon request from Company.

​I understand the information is delivered “AS IS”, and all representations and warranties, express or implied, including fitness for a particular purpose, merchantability, and non-infringement, are hereby disclaimed. I further understand that no document provided to me by Company as part of my investigation of a relationship with the Company and/or the Company’s plan or product offering constitutes an offer to sell securities, nor a solicitation for offers to buy securities.

This is the entire agreement between the parties. It may only be modified in writing and, in the event of a dispute, its meaning and enforceability will be governed by California law.