Effective Date: MARCH 18, 2014
Gradua Networks InformÃÂ¡tica, Ltda., with offices at SRTVS Qd. 701, Bl. K, 209-212, BrasÃÂlia, Distrito Federal, 70340-908, BRAZIL ("we" or "us"), and Electronic Inspiration LLC. ("you") in the signature block are about to enter into discussions for the purpose of assisting us in determining whether to acquire WriteWork.com (the "Business Opportunity"). In order to evaluate the Business Opportunity and to facilitate negotiations, the parties may receive certain proprietary and confidential information concerning the other. Therefore, in order to protect against unrestricted disclosure and competitive use of each other's confidential information, you and we agree to enter into this Bilateral Nondisclosure Agreement ("Agreement") effective as of the date above (the "Effective Date").
We agree as follows:
1. The following definitions apply to this Agreement: (a) the term "Information" means each party's respective proprietary and confidential information, including (i) information concerning each party's business, products, services, finances, users, tools, software, product designs and plans, customer lists, marketing and technical information, (ii) the content of any terms and financial offers discussed or negotiated for any potential investment or acquisition, and (iii) any agreements or understandings executed by the parties; (b) the term "Recipient" means the party who is receiving the Information; and (c) the term "Representatives" means each party's respective directors, officers, employees, attorneys, accountants or other representatives.
2. The Information will be disclosed and used solely for the purpose of evaluating the Business Opportunity. Each party must keep confidential the Information furnished to it by the other except as permitted under this Agreement. Neither party will disclose to any person that discussions are taking place for the Business Opportunity.
3. The Information may be disclosed to Representatives of the...