Mutual Nondisclosure Agreement
FINANSWR, LLC
Mutual Nondisclosure Agreement
Finanswr, LLC
350 Main Street Seal Beach,
CA 90740
Telephone: 800-369-2761
Email: customerservice@fundmycontract.com
Whereas the Parties desire to ensure the confidential status of the information that may be disclosed to each other.
Now, therefore, in reliance upon and in consideration of the following undertakings, the Parties agree as follows:
1. Subject to limitations set forth in paragraph 2, all information disclosed to the other party shall be deemed to be “Proprietary Information.” In particular, Proprietary Information shall be deemed to include any information, marketing technique, publicity technique, public relations technique, process, technique, algorithm, program, design, drawing, mask work, formula, test data research project, work in progress, future development, engineering, manufacturing, marketing, servicing, financing or personal matter relating to the disclosing party, its present or future products, sales, suppliers, clients, customers, employees, investors or business, whether in oral, written, graphic or electronic form.
2. The term “Proprietary Information” shall not be deemed to include information that (i) is now, or hereafter becomes, through no act or failure to act on the part of the receiving party, generally known or available information, (ii) is known by the receiving party at the time of receiving such information as evidenced by its records, (iii) is hereafter furnished to the receiving party by a third party, as a matter of right and without restriction on disclosure, (iv) is independently developed by the receiving party without reference to the information disclosed hereunder, or (v) is the subject of a written permission to disclose provided by the disclosing party.
Notwithstanding any other provision of this Agreement, disclosure of Proprietary Information shall not be precluded if such disclosure:
a. is in response to a valid order of a court or other governmental body of the United States or any political subdivision thereof,
b. is otherwise required by law, or,
c. is otherwise necessary to establish rights or enforce obligations under this agreement, but only to the extent that any such disclosure is necessary.
In the event that the receiving party is requested in any proceedings before a court or any other governmental body to disclose Proprietary Information, it shall give the disclosing party prompt notice of such request so that the disclosing party may seek an appropriate protective order. If, in the absence of a protective order, the receiving party is nonetheless compelled to disclose Proprietary Information, the receiving party may disclose such information without liability hereunder, provided, however, that such party gives the disclosing party advance written notice of the information to be disclosed and, upon the request and at the expense of the disclosing party, uses its best efforts to obtain assurances that confidential treatment will be accorded to such information.
3. Each party shall maintain in trust and confidence and not disclose to any third party or use for any unauthorized purpose any Proprietary Information received from the other party. Each party may use such Proprietary Information in the extent required to accomplish the purpose of the discussions with respect to the subject. Proprietary Information shall not be used for any purpose or in any manner that would constitute a violation on law regulations, including without limitation the export control laws of the United States of America. No other rights or licenses to trademarks, inventions, copyrights or patents are implied or granted under this Agreement.
4. Proprietary Information supplied shall not be reproduced in any form except as required to accomplish the intent of this Agreement.
5. The responsibilities of the Parties are limited to using their efforts to protect the Proprietary Information received with the same degree of care used to protect their own Proprietary Information from unauthorized use or disclosure. Both Parties shall advise their employees or agents who might have access to such Proprietary Information of the confidential nature thereof and that by receiving such information they are agreeing to be bound by this Agreement. No Proprietary Information shall be disclosed to any officer, employee, or agent of either party who does not have a need for such information for the purpose of the discussions with respect to the subject.
6. All Proprietary Information (including all copies thereof) shall remain the property of the disclosing party and shall be returned to the disclosing party after the receiving party’s need for it has expired, or upon request of the disclosing party, and in any event, upon completion or termination of this Agreement. The receiving party further agrees to destroy all notes and copies thereof made by its officers and employees containing or based on any Proprietary Information and to cause all agents and representatives to whom or to which Proprietary Information has been disclosed to destroy all notes and copies in their possession that contain Proprietary Information.
7. This Agreement shall survive any termination of the discussion with respect to the subject and shall continue in full force and effect for the duration of this Agreement expressed in paragraph 11 below.
8. This Agreement shall be governed by the laws of the United States of America and as those laws that are applied to contracts entered into and to be performed in all states. Should any revision of this Agreement be determined to be void, invalid or otherwise unenforceable by any court or tribunal of competent jurisdiction, such determination shall not affect the remaining provisions of this Agreement, which shall remain in full force and effect.
9. This Agreement contains final, complete, and exclusive agreement of the Parties relative to the subject matter hereof and supersedes any prior agreement of the Parties, whether oral or written. This Agreement may not be changed, modified, amended or supplemented except by a written instrument signed by both Parties.
10. Each party hereby acknowledges and agrees that, in the event of any breach of this Agreement by the other party, including, without limitations, the actual or threatened disclosure of a disclosing party’s Proprietary Information without the prior express written consent of the disclosing party, the disclosing party will suffer an irreparable injury such that no remedy at law will afford it adequate protection against or appropriate compensation for such injury. Accordingly, each party hereby agrees that the other party shall be entitled to specific performance of a receiving party’s obligations under this Agreement as well as further injunctive relief as may be granted by a court of competent jurisdiction.
11. The term of this agreement is for 3 years (36 months), commencing on the “Effective Date.”
12. The parties hereto further agree that for a period of 3 years (36 months), from the termination date of any agreement(s) the parties agree they will not in any way whatsoever, circumvent or attempt to circumvent each other, or any of the parties involved within the business scope stipulated within this Agreement. In Consideration of the mutual promises contained herein, the undersigned parties intending to be legally bound, hereby irrevocably agree not to circumvent, avoid or by-pass each other, either directly or indirectly, to avoid payment of fees, commissions or other benefits, either financial or otherwise.
13. The parties hereto further agree that for a period of 3 years (36 months), from the termination date of any agreement(s) they will not, under any circumstances, use the other party’s client, product, service, lender, vendor, agent, affiliate, merchant, or aggregator proprietary information acquired through their relationship with each other to compete or solicit, either directly or indirectly, for that business.
14. The parties hereto wish to enter into a non-disparagement agreement. Therefore, the parties shall protect both the reputation and ongoing professional image of each other as well as their owners, employees and vendors in the marketplace through prudent representation of their relationship and will not disparage the other as well as their owners, employees and vendors in any way for a period of 3 years (36 months), from the termination date of any agreement(s).
15. This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia in effect on the date of this Agreement without resort to any conflict of laws principles, and the courts of the State of Georgia shall have sole and exclusive jurisdiction over any matter brought under, or by reason of, this Agreement. Each of the parties to this Agreement agrees to personal jurisdiction by the courts of the State of Georgia and to venue in Georgia.
16. The parties agree that any claim, or any controversy under this Agreement will be resolved by binding arbitration conducted in accordance with the Commercial Arbitration rules of the American Arbitration Association, as such rules shall be in effect on the date of delivery of demand for arbitration, which arbitration will be held in Georgia. Each party shall pay the fees of its own attorneys, the expenses of witnesses and all other expenses connected with the presentation of such party’s case, except that the arbitrators may impose all such fees, costs and expenses otherwise payable by the prevailing party on the losing party if they determine that the losing party’s position was taken without good faith or solely for the purpose of delay. The costs of the arbitration including the cost of the record of transcripts thereof, if any, administrative fees, and all other fees and costs, shall be divided equally between the parties, except that the arbitrators may impose all such fees, costs and expenses otherwise payable by the prevailing party on the losing party if they determine that the losing party’s position was taken without good faith or solely for the purpose of delay. The arbitrators will be empowered to award damages in the amount established by the preponderance of the evidence and in accordance with the terms of this Agreement. The arbitrators will have no authority to award punitive damages or any other damages not measured by the prevailing party’s actual damages, and may not, in any event, make any ruling, finding or award that does not conform to the terms and conditions of the Agreement. The arbitrators also will have the authority to grant any temporary, preliminary or permanent equitable remedy or relief they deem just and equitable and within the scope of this Agreement, including, but not limited to, an injunction or order for specific performance. Any award will be final and binding upon the parties and their successors and permitted assigns. Any party may apply to any court of competent jurisdiction for confirmation and entry of judgment based on the award of the arbitrators.
Updated date: 9/1/2022