This Non-Disclosure Agreement (“Agreement”) is effective on the last date of signature and is by and between ARTZYBELLA, LLC, (“PARTY A”) and ___________________________________________________ (“PARTY B”). PARTY A and PARTY B are also referenced in this Agreement individually as a “party” or collectively as “the parties” in the intended context.
PARTY A and PARTY B desire to enter into preliminary discussions with each other concerning whether joint business arrangements or opportunities might exist, including but not limited to, (the intellectual property of ArtzyBella’s online platform that becomes known through verbal or written communication, the systems and models used to create and develop the platform’s features and functionally, any information about how the back end is structured, how the front end functions for the end user, the information text used to describe the platform or used to communicate information to the end user, the approach to how data is captured, analyzed, and used, or anything else pertaining to the app, Party B’s compensation or pay rate, financial information shared about ArtzyBella, our roadmap, plan for scale, or key relationships). In order to promote these discussions, there may be confidential and proprietary information (“Confidential Information”) disclosed by a party or the parties.
PARTY A and PARTY B desire to receive such Confidential Information from each other for the Discussion Subjects and to maintain the confidential and proprietary nature of any and all disclosed Confidential Information.
NOW THEREFORE, for the exchange of promises set forth in this Agreement and intending to be legally bound, the parties agree as follows:
Confidential Information. For purposes of this Agreement, the term “Confidential Information” means the following: any and all information, ideas, concepts, strategies, plans, patents, trade secrets, copyright materials, designs, computer programs, work in progress, marketing, sales, data, supplier, client, financial or business information, or the like, whether in oral, written, electronic, or other printed form, that is learned by or disclosed to one party (the “Recipient”) by the other party (the “Discloser”) in their dealings with each other that relates in any way to the foregoing and any other information that a party designates in writing to be confidential.
Nondisclosure and Protection of Confidential Information. During the Term (defined in Paragraph 5 below), the Recipient agrees to maintain all Confidential Information in strict confidence and not to use any of the Confidential Information for any purpose other than in support of the Discussion Subjects. The Recipient further agrees not to disclose such Confidential Information to third parties without the prior written consent of the Discloser and also agrees not to make copies of any materials provided by the Discloser except to the limited extent necessary to further the purpose of this Agreement. The Recipient agrees to limit dissemination of the Discloser’s Confidential Information to those of its employees or agents having a need to know the information for the purpose of this Agreement; however the Recipient may disclose the Discloser’s Confidential Information only to an agent who is either under a written confidentiality agreement with the Recipient that protects Confidential Information under terms similar to this Agreement or the agent is in a fiduciary relationship with the Recipient. The Recipient agrees to maintain the Discloser’s Confidential Information in the same manner that the Recipient protects its own confidential information, which protection must be no less than commercially reasonable for the type of Confidential Information that is provided.
Governmental Order. Disclosure of Confidential Information shall not be precluded if such disclosure is: (a) in response to a subpoena or valid order of a court or other governmental body or any political subdivision thereof; provided, however, that the Recipient provides the Discloser prior notice given in as reasonable period as possible under the circumstances so that the Discloser may consider whether to and/or take action regarding the Discloser’s Confidential Information so disclosed be used only for the purposes for which the order was issued; (b) otherwise required by law; or (c) otherwise necessary to establish rights or enforce obligations hereunder, but only to the extent that any such disclosure is necessary. It is further agreed that, if Discloser does not provide Recipient with such protective order or waiver within a reasonable time after such notice, and Recipient or its directors, officers, employees, consultants or representatives are, in the opinion of Recipient's counsel, legally required to disclose Confidential Material to any tribunal, Recipient may disclose such Information to such tribunal without liability hereunder, provided that Recipient has complied with the notice provisions of this paragraph.
Exceptions to Non-disclosure. The Recipient’s obligations set forth in Paragraph 2 above do not extend to information that the Recipient can demonstrate is: (a) in the possession of the Recipient prior to receipt from the Discloser as evidenced by pre-existing documentation; (b) within the public domain or hereafter enters the public domain through no fault or action or failure to act on the part of the Recipient; (c) rightfully disclosed to the Recipient by a third party on a non-confidential and non-restricted basis; or (d) independently developed by the Recipient without use of or reference to the Discloser’s Confidential Information.
Term. The term (“Term”) of this Agreement commences on the earlier to occur of the date Recipient first receives Confidential Information or the effective date of this Agreement, and the Term shall continue with respect to a Recipient until such Recipient no longer has possession of, or access to, Confidential Information of the Discloser and for a period of five (5) years thereafter; however, the obligation to protect trade secrets shall survive for a period so long as the Confidential Information continues to be a trade secret of the Discloser.
No License. It is understood that no license to use the Confidential Information of the Discloser, other than as specifically provided in this Agreement, is granted and the parties acknowledge that all Confidential Information of each party is owned by that party.
Right to Do Business. The parties acknowledge that they and their affiliates are engaged in a wide range of businesses, including businesses that may be similar to, or identical with each other. Each party agrees that nothing herein shall restrict the other party’s or its affiliates’ rights to continue such businesses or any research or business negotiations pursuant thereto, so long as each party is in compliance with this Agreement.
Confidentiality of Discussion Subjects. The parties agree that they will not communicate to any third party in any fashion that they are entering and/or having the Discussion Subjects, and neither party will add the other party’s name (or those of its subsidiaries’, affiliates’ or brands) including, but not limited to, in any advertisements, websites, brochures or similar publications unless with the express written consent of the other party.
Governing Law. This Agreement and any dispute that arises that concerns this Agreement shall be construed for all purposes in accordance with the substantive law of the State of Georgia without regard to its conflict of laws principles that would result in the application of the laws of any other jurisdiction. In the event of a dispute, the parties agree that proper venue shall lie solely in the state and/or federal courts located in Fulton County, Georgia.
Injunctive Relief. Each party acknowledges that a breach, actual or threatened, of any term or condition of this Agreement by the Recipient will cause immediate and irreparable harm to the Discloser. The Discloser shall therefore have the right to seek immediate injunctive relief from a court of competent jurisdiction without having to prove irreparable harm and Recipient shall stipulate to such court that such irreparable harm exists. The Discloser may, in addition to obtaining appropriate injunctive relief, also seek appropriate damages and any other type of remedy available to the Discloser based upon such breach by the Recipient.
Return of Confidential Information. Each party agrees that, upon request of the Discloser, the Recipient will return all physical embodiments of Confidential Information of the other party as well as all copies (authorized or unauthorized) of such Confidential Information, and/or, upon request of the Discloser destroy all Confidential Information and provide an affidavit of the Confidential Information’s destruction.
Miscellaneous. Each party warrants that it has the full authority and power to enter into and perform under this Agreement. Each party agrees that this Agreement will be binding upon the parties hereto and their respective successors and assigns. Each party agrees that no provision of this Agreement requires either party to disclose its Confidential Information to the other. The Recitals are considered part of this Agreement. This Agreement constitutes the complete, entire and final agreement between the parties with respect to the subject matter addressed herein and may not be amended or modified except by a writing signed by both parties. Any alleged oral modification of this Agreement is void. In addition, the parties’ course of conduct with respect to Confidential Information shall not be construed as a modification to this Agreement unless that course of conduct provides protections that are greater than or in addition to the protections set forth in this Agreement. Failure to enforce any provision of this Agreement shall not constitute a waiver of any term hereof. This Agreement may be executed simultaneously in counterparts that, when taken together, shall be deemed an original and constitute one and the same document. Facsimile or electronic transmission of an executed signature page is sufficient to bind the executing party.
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IN WITNESS WHEREOF, this Agreement has been duly executed by the parties through electronic acceptance and electronic signature.