Non-Disclosue Agreement (NDA)
I. The Parties. This Unilateral Non-Disclosure Agreement, hereinafter referred to as the“Agreement”, effective as of , hereinafter referred to as the “Effective Date”, is by andbetween:Releasor described as a business entity known as Brandifi ("Releasor")
ANDRecipient described as a business entity known as ("Recipient").II. Confidential Information. The term "Confidential Information" includes, but is not limited to,all information owned by the Releasor and not generally known to the public or in the relevant tradeor industry that is communicated orally, written, printed, electronically or any other form ormedium, or which was learned, discovered, developed, conceived, originated, or prepared by theRecipient in the scope and course of their relationship with the Releasor, relating directly orindirectly to business processes, technical data, trade secrets, know-how, advice, consultations,proprietary information, client lists, client instructions, assets, business operations, specifications,designs, plans, drawings, hardware, software, data, prototypes or other business and technicalinformation belonging to any client of the Releasor, operational methods, economic and businessanalyses, models, strategies, and projections, promotion methods, trade show information andcontacts, and other proprietary information relating to the business of the Releasor and any and allother concepts, as such Confidential Information pertains personally to principals or otherinformation that has independent economic value.III. Non-Disclosure. The Recipient agrees that it shall have the obligation to:
(a) hold the Confidential Information in the strictest of confidence;
(b) not use the Confidential Information for any personal gain or detrimentally to theReleasor;
(c) take all steps necessary to protect the Confidential Information from disclosure and toimplement internal procedures to guard against such disclosure;
(d) not disclose the fact that the Confidential Information has been made available or thatdiscussions and negotiations are taking place or have taken place or any of its terms,conditions or other facts with respect to the transaction; and
(e) not disclose or make available all or any part of the Confidential Information to anyperson, firm, corporation, association, or any other entity for any reason or purposewhatsoever, directly or indirectly, unless and until such Confidential Information becomespublicly available other than as a consequence of the breach by the Recipient of theirconfidentiality obligations hereunder.
This Section shall survive and continue after any expiration or termination of this Agreement andshall bind Recipient, its employees, agents, representatives, successors, heirs and assigns.Page 1IV. Exceptions to Confidential Information. The Recipient shall not be restricted from disclosingor using Confidential Information that:
(a) was freely available in the public domain at the time it was communicated to theRecipient by the Releasor;
(b) subsequently came to the public domain through no fault of the Recipient;
(c) is in the Recipient's possession free of any obligation of confidence at the time it wascommunicated to the Recipient by the Releasor;
(d) is independently developed by the Recipient or its representatives without reference toany information communicated to the Recipient by the Releasor;
(e) is provided by Recipient in response to a valid order by a court or other governmentalbody, as otherwise required by law; or
(f) is approved for release by written authorization of an officer or representative of theReleasor;
V. Use or Disclosure of Confidential Information. Recipient shall only use the ConfidentialInformation as directed by the Releasor and not for its own purposes or the purposes of any otherparty. Recipient shall disclose the Confidential Information received under this Agreement to anyperson within its organization only if such persons are on a "need to know" basis. Recipient shalladvise each person to whom disclosure is permitted that such information is the confidential andproprietary property of the Releasor and may not be disclosed to others or used for their ownpurpose. This Section shall survive and continue after any expiration or termination of thisAgreement and shall bind Recipient, its employees, agents, representatives, successors, heirs andassigns.
VI. Notice of Disclosure. In the event that the Recipient receives a request or is required (bydeposition, interrogatory, request for documents, subpoena, civil investigative demand or similarprocess) to disclose all or any part of the Confidential Information, the Recipient agrees, if legallypermissible, to (a) promptly notify the Releasor of the existence, terms and circumstancessurrounding such request or requirement, (b) consult with the Releasor on the advisability of takinglegally available steps to resist or narrow such request or requirement and (c) assist the Releasor inseeking a protective order or other appropriate remedy; provided, however, that the Recipient shallnot be required to take any action in violation of applicable laws. In the event that such protectiveorder or other remedy is not obtained or that the Releasor waives compliance with the provisionshereof, the Recipient shall not be liable for such disclosure unless disclosure to any such tribunalwas caused by or resulted from a previous disclosure by the Recipient not permitted by thisAgreement.
VII. Term. This Agreement, with respect to Confidential Information, will remain in effect forperpetuity.
VIII. Return of Confidential Information. Upon request from the Releasor or upon thetermination of negotiations and evaluations between the Parties, Recipient will promptly deliver toReleasor all originals and copies of all documents, records, software programs, media and othermaterials containing any Confidential Information. Recipient shall also return to Releasor allequipment, files, and other personal property belonging to Releasor. Recipient shall not bePage 2permitted to make, retain, or distribute copies of any Confidential Information and shall not createany other documents, records, or materials in any form whatsoever that includes the ConfidentialInformation.
IX. Indemnification. The Parties agree to indemnify and keep each other, at all times, fully andeffectively indemnified in respect of any and all claims, demands, losses, damages, liabilities, costsand or expenses of any kind whatsoever incurred by the Releasor which arise out of or inconnection with any breach of this Agreement by the Recipient.X. Notice. Any notice provided in this Agreement must be in writing and must be either personallydelivered, mailed by first class mail (postage prepaid and return receipt requested) or sent byreputable overnight courier service (charges prepaid) to the Parties at the addresses below indicated:
Releasor’s Address: 350 Hillside Manor Drive, Sugar Hill, Georgia, 30518
Recipient’s Address: 4900 Hopyard Rd , Suite 100, Pleasanton, California, 94588
If the above-stated addresses should change the Parties shall specify by certified mail, with returnreceipt, to one another.
XI. Covenants. The parties hereto agree that the covenants, agreements, and restrictions(hereinafter "this covenant") contained herein are necessary to protect the business goodwill,business interests and proprietary rights of the Releasor and that the parties hereto haveindependently discussed, reviewed and had the opportunity of legal counsel to consider thisAgreement.
XII. Authority. This Agreement sets forth the entire Agreement and understanding between theParties and supersedes all prior oral or written agreements and understandings relating to the subjectmatter of this Agreement. This Agreement may not be modified or discharged, in whole or part,except by consent in writing signed by the Parties.
XIII. Assignment. This Agreement may not be assigned or otherwise transferred by either partywithout the prior written consent of the non-transferring party.
XIV. Binding Arrangement. This Agreement will be binding upon and inure to the benefit of theparties hereto and each Party’s respective successors and assigns.
XV. Severability. In the event that any provision of this Agreement is held by a court of competentjurisdiction to be unenforceable because it is invalid or in conflict with any law of any relevantjurisdiction, the validity of the remaining provisions shall not be affected, and the rights andobligations of the parties hereto shall be construed and enforced as if the Agreement did not containthe particular provision(s) held to be unenforceable.
XVI. Governing Law. This Agreement shall be governed by and construed in accordance with thelaws in the State of Georgia.
XVII. Authority. Each party hereto represents and warrants that it has the full power and authorityto enter into and perform this Agreement, and each party knows of no law, rule, regulations, order,agreement, promise, undertaking or other fact or circumstance which would prevent its fullexecution and performance of this Agreement.
Page 3XVIII. Counterparts. This Agreement may be executed in any number of counterparts, each ofwhich shall be an original, but all of which together shall constitute one and the same agreement.
XIX. Execution. IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of
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Signed by Nicole Martinez Signed On: July 27, 2020
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Document Name: Non-Disclosue Agreement (NDA)
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