Please review and sign before we exchange any confidential or proprietary information.
This Mutual Non-Disclosure Agreement (the "Agreement") is entered into as of ("Effective Date") by and between DeferAlly, Inc., a Delaware corporation ("DeferAlly"), and ("Counterparty"). Each may be a "Disclosing Party" or "Receiving Party." DeferAlly and Counterparty are the "Parties."
The Parties wish to explore a potential business relationship relating to DeferAlly's 1031 exchange software platform, qualified-intermediary services, and related products (the "Purpose"), and in connection with the Purpose may disclose certain confidential and proprietary information to one another.
"Confidential Information" means any non-public information disclosed by the Disclosing Party, whether oral, written, electronic, or visual, including but not limited to: product concepts, roadmaps, source code, algorithms, designs, workflows, pricing, financial data, business plans, customer and client lists, exchange data, marketing strategies, trade secrets, and the existence and contents of discussions between the Parties. Confidential Information includes all such information disclosed before, during, and after the date of this Agreement in contemplation of the Purpose.
The Receiving Party shall: (a) use the Confidential Information solely for the Purpose; (b) protect it with at least the same degree of care it uses for its own confidential information, and no less than a reasonable degree of care; (c) not disclose it to any third party without the Disclosing Party's prior written consent; and (d) limit access to those employees, advisors, or agents who need to know it for the Purpose and who are bound by confidentiality obligations at least as protective as those herein.
Confidential Information does not include information that: (a) is or becomes publicly available through no breach of this Agreement; (b) was rightfully known by the Receiving Party before disclosure; (c) is rightfully received from a third party without a duty of confidentiality; or (d) is independently developed without use of or reference to the Confidential Information.
All Confidential Information remains the sole property of the Disclosing Party. Nothing in this Agreement grants any license or right, by implication or otherwise, to any intellectual property, patent, copyright, trademark, or trade secret of the Disclosing Party. No idea, concept, or feature disclosed hereunder may be used, replicated, or commercialized by the Receiving Party outside the Purpose.
If the Receiving Party is legally compelled to disclose Confidential Information, it shall (to the extent legally permitted) give prompt written notice to the Disclosing Party and reasonably cooperate in seeking protective treatment.
This Agreement remains in effect for two (2) years from the Effective Date; confidentiality obligations for trade secrets survive as long as the information remains a trade secret. Upon written request, the Receiving Party will promptly return or destroy all Confidential Information in its possession.
The Parties agree that a breach may cause irreparable harm for which monetary damages are inadequate, and the Disclosing Party is entitled to seek injunctive relief in addition to any other remedies available at law or equity.
This Agreement is governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles. This Agreement is the entire understanding between the Parties regarding its subject matter and supersedes all prior agreements on that subject.
DeferAlly, Inc.
Signature
Name / Title
Date
Counterparty
Signature
Name / Title
Date
This is a general template provided for convenience and is not legal advice. Have it reviewed by your attorney before use.