⇤

Login

By creating your login username and password, and signing in at our site with your login and password, you agree to Social Media Audiences and AtoZ Special Offers Data - Terms and Conditions and Mutual NDA. 

FREE SHIPPING ON ALL AUDIENCES. REGISTER / LOGIN FOR MEMBER PRICES AND DISCOUNTS.

AtoZ Special Offers Data - MUTUAL NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT

This Mutual Non-Disclosure and Confidentiality Agreement (the “Agreement”) is made effective as of January 01, 2022, by and between AtoZ Special Offers , of 475 Park Avenue 10D, New York, NY, 10022, and Sales Team / Sales Representative (“Sales Team”). The parties hereby agree as follows:

 

  1. Purpose and Definitions. The parties wish to exchange certain confidential and proprietary information for the purpose of exploring a data related partnership or transaction (the “Purpose”).  “Confidential Information” as such term is used herein, shall mean any information, whether in whatever form, and including (but not limited to), business, financial, customer, technological, pricing and product information, and copyrighted and/or proprietary business contact and related data/records/fields, business models, pricing and costs, customer names, customer revenue, contact information and/or lists, business model and/or structure, technology, techniques, software development. software  tools and processes, computer programs, source codes, algorithms, software codes,  flow charts, software  design drawings and manuals, and software improvements belonging to one party (the “Disclosing Party”), which is provided to the other party (the “Receiving Party”) for the Purpose, other than the restricted exceptions set forth in Section 3 below.

 

  1. Confidentiality and Use.

              (a) All Confidential Information of a Disclosing Party (i) shall be maintained in confidence by the Receiving Party, (ii) shall not be disclosed to any third party, other than its employees and contractors who have a need to know such information, and who are under an obligation to keep such information confidential, (iii) shall be protected with the same degree of care as the Receiving Party normally uses in the protection of its own confidential and proprietary information, but in no case with any less degree than reasonable care. 

              (b) The Receiving Party shall not use any Confidential Information for any purpose except the limited Purpose set forth above. 

              (c) The Receiving Party shall be responsible for the acts of any of its directors, officers, employees, contractors or professional advisors to whom the Receiving Party discloses Confidential Information or any portion thereof, and further guarantees the full and substantial performance by its directors, officers, employees and professional advisors of the terms and conditions of this Agreement.

              (d) The parties hereby agree that any results of their evaluation of any Confidential Information shall be deemed to constitute additional Confidential Information for all purposes of this Agreement. 

              (e) Each party agrees not to disclose the existence of this Agreement (except to assert that a confidentiality agreement is in place, if necessary) or the fact that Confidential Information is being evaluated, except where required by law, rule of court, or regulation. 

              (f) Neither party shall use the other party’s name in any publicity or advertising without the other party’s prior written consent.

              (g) The Receiving Party recognizes and agrees that nothing contained in this Agreement will be construed as granting any intellectual property rights, by license or otherwise, to any Confidential Information of the Disclosing Party, or to any invention or any patent, copyright, trademark, or other intellectual property right that has been issued or that may be issued, based on such Confidential Information.  Receiving Party will not make, have made, use or sell for any purpose any product or services other item using, incorporating or derived from any Confidential Information of the Disclosing Party.

 

  1. Restrictions. The restrictions herein shall not apply  to Confidential Information which: (a) the Receiving Party can demonstrate that it already knew at the time of receipt from the Disclosing Party, and without any obligation of confidentiality; or (b) is lawfully received in good faith at any time by the Receiving Party from a third party, that is lawfully in possession of the said Confidential Information from the third party without the obligation of confidentiality to disclose the same; or (c) is or becomes part of the public domain without breach of this Agreement by the Receiving Party; or (d) the Receiving Party can demonstrate that the said Confidential Information is independently developed by the Receiving Party without reliance on, use of, or strategic guidance derived from, the Disclosing Party’s Confidential Information; or, (e) is disclosed pursuant to judicial action or government regulations, provided that, if permitted by such action or regulation, the Receiving Party notifies the Disclosing Party prior to such disclosure to allow the Disclosing Party the opportunity to elect to legally contest such disclosure.

 

  1. Term, Termination, Ownership, and Return of Written Documents and Property. This Agreement shall be effective as of the date first set forth above (the “Effective Date”) and may be terminated with respect to subsequent disclosures upon thirty (30) days' prior written notice to the other Party. This Agreement shall apply to all Confidential Information shared by the Disclosing Party to the Receiving Party on and after the Effective Date.  This Agreement shall remain in effect for the latter of (i) as long as the parties remain in active discussion and/or are working with one another, or (ii) one (1) year from the Effective Date. The rights and obligations accruing prior to termination as set forth herein shall survive the termination of this Agreement for three (3) years, except that any trade secrets including but not limited to business plan, process, ideas, products, designs, concepts, marks, strategies and all other information associated with the business of the Disclosing Party which is not publicly known (hereinafter referred to as the “Trade Secret”)  shall be kept confidential indefinitely. All tangible information relating to Confidential Information of a Disclosing Party, including without limitation drawings, specifications, electronic information and any other information submitted hereunder by the Disclosing Party to the Receiving Party, shall remain the property of the Disclosing Party. The Receiving Party shall, upon request of the Disclosing Party, promptly return or destroy all written materials or samples of tangible property received hereunder, as well as all summaries thereof and notes pertaining thereto.

 

  1. Remedies. In the event the Receiving Party violates any provision(s) of this Agreement, it is agreed and acknowledged that the Disclosing Party will have no adequate remedy at law and that the Disclosing Party will therefore be entitled to seek enforcement of such provision(s) by temporary or permanent injunctive relief for any breach or threatened breach without the necessity of posting a bond, in addition to pursuing any remedies available for such violation. The Receiving Party also agrees to pay all enforcement costs, including reasonable attorneys’ fees, incurred by the Disclosing Party in enforcing the provisions set forth in this Agreement should the Disclosing Party prevail on the merits in the enforcement action.

 

  1. Governing Law.  This Agreement shall be governed by and interpreted according to the laws of the State of New York, USA, without reference to its conflict of laws principles.

 

  1. General. (a) This Agreement constitutes the entire understanding of the parties with respect to the matters herein contained and each acknowledges and agrees that there are no warranties, representations or understandings between them other than those expressly set forth herein; (b) This Agreement may be modified only by written consent signed by both parties; (c) If any provision of this agreement is found by a proper authority to be unenforceable, that provision shall be severed and the remainder of this agreement shall continue in full force and effect; (d) This Agreement shall be binding upon and inure to the benefit of the parties, their successors and assigns, but no rights hereunder are assignable by either party without the express written consent of the other party, except to a successor-in-interest of a party who is not the competitor of the other party; (e) This Agreement will not create a joint venture, partnership or other formal business relationship or entity of any kind, or an obligation to form any such relationship or entity and each party will act as an independent contractor and not as an agent of the other party for any purpose, and neither party will have the authority to bind the other; (f) Any notice required hereunder shall be sent in writing by one party to the other hereunder and via email, provided it is acknowledged as received by the Receiving Party and neither party attempts to avoid such receipt, or to the addresses set forth in the introductory paragraph above, and the Receiving Party will notify the Disclosing Party immediately of any breach of this Agreement of which it becomes aware, and will assist and cooperate with the Disclosing party in minimizing the consequences of such breach; (g) This Agreement may be executed in any number of separate counterparts, all of which, when taken together, shall constitute one and the same instrument, notwithstanding the fact that all parties did not sign the same counterpart. Facsimile signatures or electronic signatures are acceptable and shall be effective to bind the parties.

 

 

Confidential - All rights reserved
AtoZSpecialOffers.com