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<br />Rev. 06022016 12 of 15
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<br />EXHIBIT C
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<br />NON-DISCLOSURE AGREEMENT
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<br />This Nondisclosure Agreement (“NDA”) is entered into as of the 2nd___ day of
<br />January___________, 2018__ ("Effective Date”) by and between CourtView Justice Solutions Inc.
<br />d/b/a a Delaware corporation, with offices at 4825 Higbee Ave NW, Canton, OH 44718
<br />(“”), and Kittitas County Prosecuting Attorney’s Office with offices at Kittitas County
<br />Courthouse, Ste. 213, 205 W. 5th, Ellensburg, WA 98926 (“CUSTOMER”), and describes the terms
<br />and conditions pursuant to which and CUSTOMER will share confidential information.
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<br />WHEREAS, the parties have entered into a Professional Services Agreement and each party (the
<br />“Disclosing Party”) desires to disclose certain confidential and proprietary information to the other
<br />party (the “Receiving Party”) in connection therewith.
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<br />NOW, THEREFORE, in consideration of the mutual terms, conditions and covenants set forth
<br />herein, the parties agree as follows:
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<br />1. Confidential Information. For purposes of this NDA, “Confidential Information” means
<br />inventions, ideas, intellectual property, formulae, patterns, compilations, programs, methods,
<br />techniques, processes, data, designs, algorithms, source code, object code, research plans,
<br />business plans, financial forecasts, business opportunities, agreements, vendor lists, pricing lists,
<br />customer lists, personnel lists, financial statements, and similar information, whether written or oral,
<br />that derives independent economic value from not being generally known to the public and is the
<br />subject of reasonable efforts to maintain its secrecy. Notwithstanding the foregoing, Confidential
<br />Information shall not include information that (a) is or becomes generally available to the public
<br />other than as a result of disclosure thereof by the Receiving Party, (b) is or becomes available to
<br />the Receiving Party on a non-confidential basis from a source (other than the Disclosing Party)
<br />which is not prohibited from disclosing such Confidential Information to the Receiving Party by a
<br />legal, contractual or fiduciary obl igation to the Disclosing Party, or (c) Receiving Party can
<br />demonstrate is independently developed by Receiving Party without use, directly or indirectly, of
<br />any Confidential Information. Disclosing Party shall designate Confidential Information as such
<br />prior to, during or immediately after disclosure. Disclosing Party shall mark any physical materials
<br />as Confidential Information and shall identify any oral information as Confidential Information at the
<br />time of disclosure. The foregoing notwithstanding, the terms of this NDA also pertain to information
<br />not otherwise identified as Confidential Information if Receiving Party otherwise knows or should
<br />reasonably be expected to know of its confidential nature.
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<br />2. Restrictions on Use and Disclosure. Confidential Information furnished directly or indirectly
<br />by the Disclosing Party to the Receiving Party or to any directors, officers, employees, agents,
<br />attorneys, accountants, advisors, affiliates, and other representatives and potential financing
<br />sources of the Receiving Party (collectively, “Representatives”), whether obtained by or furnished
<br />to the Receiving Party prior, contemporaneously , or subsequent to the date hereof, shall be kept
<br />confidential and shall not, without the Disclosing Party's express prior written consent, be disclosed
<br />by the Receiving Party or its Representatives in any manner whatsoever, in whole or in part, and
<br />shall not be used by the Receiving Party or its Representatives other than in connection with the
<br />Proposed Transaction. Without limitation of the foregoing, each party ag rees that it will not use the
<br />Confidential Information independently or with third parties, directly or indirectly, to solicit the
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