PartnerBridge Mutual Non-Disclosure Agreement
This Mutual Non-Disclosure Agreement (“Agreement”) is established and comes into effect from the date the executing counterparty completes the purchase process (“Effective Date”), between PartnerBridge, LLC (“PartnerBridge”) and the executing counterparty engaging in this agreement.- “Confidential Information” means business, technical, or financial information as it relates to Discloser’s business and/or the Purpose (as defined below) that is disclosed in relation to this Agreement and that is reasonably understood by the party receiving such information (the “Recipient”), because of markings, the circumstances of disclosure, or the nature of the information itself, to be proprietary and confidential to the party disclosing said information (the “Discloser”) or an Affiliate of identified Discloser or to a third party. Confidential Information may be disclosed in written or other tangible form (including electronic) or by oral, visual, or other means. Confidential Information includes, without limitation: software code, computer programs, algorithms, patents, know-how, processes, research, inventions, designs, documentation, specifications, financial information, business plans, pricing, sales information and/or forecasts, marketing plans, customer or employee information, or any other trade secrets or non-public business information belonging or pertaining to either of the parties, as well as the nature, content, or existence of discussions related to the Purpose. “Affiliate” means any person or entity directly or indirectly controlling, controlled by, or under common control with a party.
- Recipient will not use any Confidential Information, except to the extent necessary for the purpose of evaluating a potential business relationship between the parties (the “Purpose”) or extended from the relationship. Recipient will not disseminate or disclose any Confidential Information to any third party, except as expressly permitted defined within this Agreement. Recipient will treat all of Discloser’s Confidential Information with the same degree of care as Recipient treats its own Confidential Information, but not less than reasonable care. Recipient will disclose Discloser’s Confidential Information only to those of Recipient’s employees, consultants, and/or contractors who have a “need to know” basis for the Purpose as well as those who are legally bound by terms and conditions substantially similar to the terms of this Agreement (“Representatives”). Recipient will be responsible for any breach of this Agreement by any of its Representatives. Neither party is obligated, under this Agreement, to purchase from or provide to the other party any service, product, or information. Recipient agrees not to copy, reverse engineer, or attempt to derive the composition or underlying information, structure, or ideas of any Confidential Information.
- Confidential Information does not include information that Recipient can document: (a) is or becomes generally available to the general public through no fault of Recipient; (b) was rightfully in Recipient’s possession free of any obligation of confidence at the time the Confidential Information was disclosed to Recipient; (c) was developed by employees or agents of Recipient without reference to any of Discloser’s Confidential Information; or (d) was rightfully disclosed to it by an unaffiliated third party free of any obligation of confidence. A disclosure by Recipient of any of Discloser’s Confidential Information (i) in response to a valid order by a court or other governmental body; (ii) as otherwise required by law; or (iii) necessary to establish the rights of either party hereunder will not be considered to be a breach hereof by the Recipient; provided, however, that Recipient provides prompt prior written notice and reasonable cooperation to Discloser to enable Disclosure to seek a protective order or otherwise prevent the disclosure.
- All Confidential Information disclosed under this Agreement after the execution date is and will remain the property of Discloser. No licenses or rights under any patent, copyright, trademark, or trade secret are granted or are to be implied by this Agreement, except the limited right to use the Confidential Information for the Purpose. All Confidential Information in tangible form will be returned to Discloser promptly upon written request and will not thereafter be retained in any form by Recipient or its Affiliates or their employees, except where contained in electronic archives or backups made in the ordinary course of business or as required by applicable law, provided that the protections set forth in this Agreement will continue to apply for so long as such Confidential Information remains in Recipient’s possession or control.
- ALL CONFIDENTIAL INFORMATION IS PROVIDED “AS IS”. DISCLOSER MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING ACCURACY, COMPLETENESS, OR PERFORMANCE.
- Recipient shall comply with applicable data jurisdiction rules, requirements, and regulations within the residency where export control laws exist in its use of the Confidential Information and any product containing or using it.
- This Agreement shall terminate on whichever occurs first: (a) execution of a definitive agreement regarding the Purpose that includes confidentiality provisions substantially similar to those set forth herein or that expressly supersede this Agreement (a “Definitive Agreement”); (b) termination by one party upon written notice to the other party or (c) one (1) year from the Effective Date. The rights and obligations of the parties: (i) with respect to Confidential Information that constitutes a “trade secret” (as defined by applicable law) will survive termination for so long as such Confidential Information remains a trade secret under applicable law; and (ii) with respect to all other Confidential Information, will survive termination for a period of two (2) years, or as long as required by applicable law.
- The parties acknowledge that Confidential Information is unique and valuable and a breach by Recipient of this Agreement may cause irreparable and continuing damage to Discloser, for which money damages are insufficient. In the event of a breach or threatened breach of this Agreement, Discloser shall be entitled to seek specific performance and/or injunctive or otherwise equitable relief without the necessity of posting a bond, in addition to any other rights and remedies available at law.
- Any notice required or permitted by this Agreement shall be executed in writing and will be deemed delivered on the date delivered personally or the date of receipt if delivered (i) by overnight courier with written verification of receipt; (ii) by certified or registered mail with return receipt requested; or (iii) by email. Notice will be sent to the addresses set forth below or to such other address(es) as either party may provide.
- This Agreement (a) is the complete understanding of all parties concerning the subject matter hereof and supersedes any prior agreements, whether oral or written, concerning the same; (b) may not be amended or modified except in writing executed by both parties; and (c) will be governed and construed in accordance with the laws of Delaware without regard to conflicting laws provisions. Notwithstanding, anything herein to the contrary, a claim for equitable relief originating from, or related to, this Agreement may be brought to any court of competent jurisdiction. Neither party may assign any of its rights or obligations hereunder without the prior written consent of the other party. This Agreement will inure to the benefit of and be binding upon each party and its successors and permitted assigns. No failure or delay in exercising or any partial exercise of any right, power or privilege hereunder will operate as a waiver thereof. If any provision of this Agreement is found to be unenforceable, the remainder shall be enforced as fully as possible, and the unenforceable provision will be deemed modified to the limited extent required to permit its enforcement in a manner most closely representing the intention of the parties as expressed herein.