BUSINESS: NON-DISCLOSURE AGREEMENT | NDA

BUSINESS: NON-DISCLOSURE AGREEMENT | NDA
Write By: admin Published In: #QQw-BUSINESS Created Date: 2022-12-09 Hits: 606 Comment: 0

NON-DISCLOSURE AGREEMENT | NDA


READ - AGREE - PROFIT $$$


 

NDA


Confidentiality Agreement
This is a NONDISCLOSURE AGREEMENT (this “Agreement”) made between:

Name of Disclosing Printed here,
___________________________________________________________ (Your Name & Business, Address & All Contact Information)
hereafter known as the   'Disclosing Party-Offer'.

and

Name of the Receiving Party,
___________________________________________________________ (Your Name & Business, Address & All Contact Information)
hereafter known as the 'Receiving Party-Acceptance',


This is a NONDISCLOSURE AGREEMENT pertaining to the following titled offer:
__________________________________________  (The Name of What’s Being Offered, with details)
hereafter known as 'THE OFFERING'
… (described as: _________________________________________________________ )

This NONDISCLOSURE AGREEMENT becomes actionable as of:
DAY _________________, MONTH, _________________________ YEAR _____________

CONDITION(S) for
'Receiving Party-Acceptance' to review 'THE OFFERING' made by
'Disclosing Party-Offer',
• ’Receiving Party-Acceptance' agrees not to disclose 'THE OFFERING'
• ’Receiving Party-Acceptance' agrees to keep 'THE OFFERING' confidential (intellectual property(s))
• ’Receiving Party-Acceptance' agrees not to compete with 'THE OFFERING'

NOW THEREFORE, in consideration of the 'THE OFFERING' from  'Disclosing Party-Offer' the 'Receiving Party-Acceptance' agrees that the following terms and conditions applys when the  'Disclosing Party-Offer' discloses information about 'THE OFFERING' which,  'Disclosing Party-Offer' considers to be proprietary and confidentially shared with 'Receiving Party-Acceptance' for the purposes of Review and Entering into a Business Relationship that will be evidenced by an additional Agreement made up of PRICE, CASH, TERMS and a USAGE START DATE:

    1.    Confidential Information. For the purpose of this Agreement, “Confidential Information” shall mean all nonpublic and/or information (any reasonable person would conclude as not meant to be public) not intended to be public that’s here-above in the above captions as being designated by the  'Disclosing Party-Offer' as being confidential. “Confidential Information” includes, without limitation—-  proprietary data/information, marketing plans, business policies or practices, financial information, pricing information, sales information that has been Contractually Shared 'Receiving Party-Acceptance' with from 'Disclosing Party-Offer'

        and/or customer information, and information received from others that  'Disclosing Party-Offer' is obligated to treat as confidential. Any additional Confidential Information disclosed orally (by either party) must be identified as such within thirty (30) days of disclosure of the 'THE OFFERING' . Nothing herein shall require a party to disclose any of its information. Except as otherwise indicated in this Agreement, the term “ 'Disclosing Party-Offer'” also includes all affiliates of  'Disclosing Party-Offer' and, except as otherwise indicated, the term "Receiving Party-Acceptance" also includes all ‘Affiliates’ of 'Receiving Party-Acceptance'. An “affiliate” means any person, partnership, joint venture, corporation or other form of enterprise, domestic or foreign, including, but not limited to, subsidiaries, that directly or indirectly, control, are controlled by, or are under common control with a party or in which the  'Disclosing Party-Offer' or 'Receiving Party-Acceptance', as applicable, owns a ten percent (10%) interest or more. Additionally, QQWall Community Marketing Services, shall be deemed an affiliate of the  'Disclosing Party-Offer' for the purposes of this Agreement.
    2.    Exclusions. Confidential Information shall not include any information, however designated, that:
    a.    is or intended to becomes part of the public domain, other than as a result of the 'Receiving Party-Acceptance' breach of this Agreement,
    b.    was in the lawful possession of the 'Receiving Party-Acceptance' prior to the disclosure, as established by Proof & Sworn Affidavit of truth..
    c.    is furnished to the 'Receiving Party-Acceptance' by a third party who is lawfully in possession of such information and who may lawfully disclose such information and is established by Proof & Sworn Affidavit of truth. All Affidavits by both Parties are made under the PENALTY of PERJURY.
    d.    is developed independently by the 'Receiving Party-Acceptance' without reference to the Confidential Information as established by its records, Proof, an AFFIDAVIT OF TRUTH; or the  'Disclosing Party-Offer' provides written approval for the 'Receiving Party-Acceptance' to disclose, evidence by Written & Voice Mail.
    e.    
    3.    Confidentiality
a) 'Receiving Party-Acceptance' shall:

    i.    Not directly or indirectly disclose, divulge, reveal, report or transfer any Confidential Information to any third party; Not use any Confidential Information of the  'Disclosing Party-Offer’ (or any concepts reflected therein) for any purpose other than in connection with the 'Receiving Party-Acceptance' deciding to Contract for the right to Use/Buy or otherwise engage with 'THE OFFERING'.
    ii.    Copies or reproduced Confidential Information may not exist, except in pursuance of the purpose for which the Confidential Information is being disclosed. Absent a Contractual Agreement for the use of 'THE OFFERING' then, 'Receiving Party-Acceptance' must return all Confidential Information and all other tangible materials and devices that were Directly or Otherwise provided to or otherwise came to be in the possession of 'Receiving Party-Acceptance' including (but not limited to) copies, reproductions, and summaries thereof upon written request by the 'Disclosing Party-Offer’, and at 'Disclosing Party-Offer’ option, 'Receiving Party-Acceptance'  must certify destruction of the same; and
    iii.    Refrain from reverse engineering, decompiling, or disassembling any software code disclosed by  'Disclosing Party-Offer’  to ‘Receiving Party-Acceptance’ under the terms of this Agreement, except as expressly permitted by the law(s) in the state where 'Disclosing Party-Offer’ resides
    .    b)  'Receiving Party-Acceptance’ may 'NOT’' disclose Confidential Information of 'Disclosing Party-Offer’ in accordance with a judicial or other governmental order, provided that 'Receiving Party-Acceptance' gives 'Disclosing Party-Offer’ reasonable notice prior to such disclosure to allow  'Disclosing Party-Offer’ reasonable opportunity to seek a protective order or an equivalent protective action.
    .    c)  'Receiving Party-Acceptance' shall notify the undersigned  'Disclosing Party-Offer’ immediately upon discovery of any


        unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by 'Receiving Party-Acceptance' or its employees, agents, consultants and contractors, and will cooperate with  'Disclosing Party-Offer’ in every reasonable way to help  'Disclosing Party-Offer’ regain possession of the Confidential Information and prevent its further unauthorized use or disclosure.
    .    d)  'Receiving Party-Acceptance’ obligations with respect to Confidential Information shall survive until the later of (i) when such information falls under one of the exclusions in Section 2 or (b) when such information is no longer a trade secret under the applicable law, coupled with a written letter of intent to use due to the law that allowed its fair usage.
    .    e)  Further, the obligation not to disclose shall not be affected by bankruptcy, receivership, assignment, attachment or seizure procedures, whether initiated by or against the 'Receiving Party-Acceptance', nor by the rejection of any agreement between  'Disclosing Party-Offer’ and 'Receiving Party-Acceptance’, by a trustee of 'Receiving Party-Acceptance’ in bankruptcy, or by the 'Receiving Party-Acceptance’ as a debtor in possession or the equivalent of any of the foregoing under local law.

    4.    Ownership of Information. All Confidential Information shall be and remain the property of the  'Disclosing Party-Offer’.

    5.    Non-circumvention. All parties acknowledge and agree that all disclosures, discussions, demonstrations and exchanges of information by the parties, and all subsequent disclosures, discussions, demonstrations and exchanges of information shall be confidential, that the information is proprietary to the respective parties, and that the information disclosed by a  'Disclosing Party-Offer’ shall not be used by a 'Receiving Party-Acceptance’ for any reason other than in the course of the 'Receiving Party-Acceptance’ work for/with the 'Disclosing Party-Offer’.

    6.    Parties’ Internal Policies. The 'Disclosing Party-Offer’ represents that policies and procedures already in place are adequate to protect the proprietary information owned by  'Disclosing Party-Offer’. The 'Receiving Party-Acceptance’ agrees that to use the same degree of care in safeguarding 'Disclosing Party-Offer’ Confidential Information as 'Receiving Party-Acceptance’ would uses to protect the confidential and proprietary information owned by 'Receiving Party-Acceptance’, when and where applicable.

    7.    No Warranty. ALL CONFIDENTIAL INFORMATION IS PROVIDED “AS IS”. THE  'Disclosing Party-Offer’ MAKES NO WARRANTIES, EXPRESS, IMPLIED OR OTHERWISE, REGARDING NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR ITS ACCURACY, COMPLETENESS OR PERFORMANCE.
        
        7(a). UDATED CLAUSE:
        As of the year 2020- IT’S NOW WARRANTED that
        ‘NO’ INFRINGEMENT OR THIRD PARTY RIGHTS VIOLATIONS exist relative to the 'THE OFFERING'

    8.    No License. Nothing in this Agreement is intended to grant any rights to 'Receiving Party-Acceptance’ under any patents, copyrights, trademarks, or trade secrets of  'Disclosing Party-Offer’, nor shall this Agreement grant 'Receiving Party-Acceptance’ any rights in or to the Confidential Information of  'Disclosing Party-Offer’, except as expressly set forth within this agreement.

  9. Non-Competition. During the entire term of this Agreement and for an additional five (5) years from the expiration of the term or earlier termination of this Agreement (the “Restricted Period”), the 'Receiving Party-Acceptance’ shall not, either directly or indirectly, in any manner whatsoever, whether for the benefit of the 'Receiving Party-Acceptance’ or on behalf of any other individual or on behalf of any proprietorship, firm, general partnership, limited partnership, limited liability company, corporation, joint venture, trust ore other entity of any kind or nature whatsoever, solicit, sell, accept or place, or in any manner assist others in the solicitation, selling, acceptance or placing of, any of the following businesses or services:

i. Shared Economy Platform Business. The 'Receiving Party-Acceptance’ shall not participate or engage, pursuant to the existing or modified version of restrictions provided in Section 9, in the sharing economy platform business for the purposes of servicing a 'THE OFFER' in the state where the 'Disclosing Party-Offer’ resides .


    10.    Consideration. The 'Receiving Party-Acceptance' expressly acknowledges and agrees that the execution by  'Disclosing Party-Offer’ of this Agreement constitutes full, adequate and sufficient consideration to the 'Receiving Party-Acceptance’ from the  'Disclosing Party-Offer’ for the duties, obligation, and covenants of the 'Receiving Party-Acceptance’ under this Agreement, including, by way of illustration and not by way of limitation, the agreements, covenants, and obligations of the Employee under Sections 3 and 9 of this Agreement. The 'Disclosing Party-Offer’ expressly acknowledges and agrees similarly with respect to the consideration received by it from the 'Receiving Party-Acceptance’ under this Agreement.
    11.    Assignment. This Agreement shall bind and inure to the benefit of each party’s respective heirs, beneficiaries, devisees, successors and permitted assigns; provided, however, that neither party may assign, or otherwise voluntarily transfer, its rights or delegate its duties or obligations under this Agreement without the prior written consent of the other party. Any attempt to do so is void.
    12.    Entire Agreement. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof. Any failure to enforce any provision of this Agreement shall not constitute a waiver thereof or of any other provision. This Agreement may not be amended, nor any obligation waived, except by a writing signed by both parties hereto.
    13.    No Implied Waiver. Either party's failure to insist in any one or more instances upon strict performance by the other party of any of the terms of this Agreement shall not be construed as a waiver of any continuing or subsequent failure to perform or delay in performance of any term hereof.
    14.    Severability. All Parties Agree- It is the desire and the intent of the parties that the terms and conditions of this Agreement shall be enforced to the fullest extent permitted under applicable laws. Accordingly, if any term of this Agreement, including any specific restrictive covenant, is held by a court of competent jurisdiction to be invalid or unenforceable, or becomes by operation of law invalid or unenforceable, then this Agreement shall be deemed amended to delete therefrom the portion that is adjudicated or which becomes by operation of law invalid or unenforceable, such deletion to apply only with respect to the operation of that term or condition and the remainder of this Agreement, including the remaining restrictive covenants will remain in full force and effect. Note- Any Court intervention must be backed by a Sworn Affidavit of Truth as to how the Court came to be involved and must include Court Orders/Rulings, the Names of the Presiding Judge(s) and must be based on Rulings/Orders from the Court(s) within the State where 'Disclosing Party-Offer’ resides.

    15.    Notices. Any notice required by this Agreement or given in connection with it, shall be in writing and shall be given to the appropriate party by personal delivery or by Certified or Registered Mail, postage prepaid, or other recognized overnight delivery services.

    16.    Venue. Only Affidavit Backed Disputes (Under the Penalty of Perjury) are deemed valid as to raise a dispute arising under this Agreement and must be promptly submitted to be heard and determined by the Court(s) within the state 'Disclosing Party-Offer’ resides. The parties must file for a rights trial by jury if there are intention to sue.
    
    17.    Governing Law. This Agreement shall be construed and enforced in accordance with the laws of the State where the 'Disclosing Party-Offer’ resides. IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of date(s):
    
    18.    January 15, 2023 .

    
    19.    Once  'Receiving Party-Acceptance’ had examined and then decided to reject 'THE OFFERING',  'Receiving Party-Acceptance’ agrees to completely delete 'THE OFFERING' from existence leaving no other copy(s) in existence known to  'Receiving Party-Acceptance’ and 'THE OFFERING' may not be USED, PASSED ON TO OTHERS, REPRODUCED, STORED IN A RETRIEVAL SYSTEM, OR TRANSMITTED IN ANY FORM OR BY ANY MEANS, ELECTRONICALLY, MECHANICALLY, PHOTOCOPY, RECORDING OR OTHERWISE without prior expressed written permission from  'Disclosing Party-Offer’ that's delivered by registered mail backed by a notarized Affidavit granting any form of use/usage.
    
    20.    There is NO relationship of trust and/or confidence expressed and/or implied between 'Disclosing Party-Offer’ &  'Receiving Party-Acceptance'

    
    21.    MAJOR WARRANTY:  
        'Disclosing Party-Offer’ warrants that, 'Disclosing Party-Offer’ can disclose 'THE OFFERING' without liability to 'Receiving Party-Acceptance'.


'Receiving Party-Acceptance:
Print Name: Chancz Prowess
e-Signature:
Email:
Date:


© uQQn/cHz Holdings • 2023 - Current Date  • All Rights (Including Intellectual Rights) Reserved •
#QQConfidentiallyAgreement  |  #QQAffidavitEqualRemedy

 

 

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