950 Credit, Inc3101 N. Central Ave, Suite 225Phoenix, Arizona 85012 www.CreditRentBoost.comToll Free: 844.950.7368 (Rent) Fax: 480.382.6944
MUTUAL CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT
THIS MUTUAL CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT (the “Agreement”) isentered into as of the day of , (the “Effective Date”), by and between GREGG WATKINS, on behalf of himself and his affiliates, including 950 Credit, Inc for the purpose of conducting the business that may be disclosed hereunder described herein (“Watkins”) and (“Affiliate”), on behalf of them and their affiliates. Watkins and Affiliate are sometimes referred to collectively herein as the “Parties,” and each individually as a “Party.”WHEREAS, the Parties are interested in entering into discussions and implementing a business relationship (“Relationship”); WHEREAS, the Parties may make available to the other Party certain technical or business information, processes and strategies deemed proprietary or confidential during the course of such discussions;WHEREAS, the Parties seek to maintain the secrecy and confidentiality of such information that they disclose; and WHEREAS, the Parties desire that any agreement executed between them as a result of such discussions incorporate the confidentiality provisions contained herein.NOW, THEREFORE, in consideration of the promises and the mutual agreements herein contained, and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the Parties hereto agree as follows:
1. Confidential Information Defined. The Parties acknowledge that in the course of discussions and pursuant to any subsequent agreement between them, each Party may make Confidential Information available to the other Party or may otherwise learn of trade secret or confidential information of the other Party (collectively, hereinafter "Confidential Information"). Confidential Information includes all information not generally known or used by others and which gives, or may give, a Party an advantage over its competitors or which could cause injury, embarrassment, or loss of reputation or goodwill if disclosed. Such information includes, but is not necessarily limited to, data which identify or concern past, current or potential customers, business plans and strategies, information about business practices, financial results, research, development, source code, systems and plans; and/or certain information and material identified by a Party as "Confidential"; and/or data one Party furnishes to the other Party from its database or third party vendors; and/or data received from one Party and enhanced by the other Party. Confidential Information may be written, oral, recorded, or on tapes, disks or other electronic media. Because of the sensitive nature of the information that the Parties and their respective personnel may become aware of as a result of this Agreement, the intent of the Parties is that these provisions be interpreted as broadly as possible to protect Confidential Information.
2. Exclusions. Confidential Information shall not include information 1) is or becomes publicly known, through no wrongful act of a Party; 2) which was disclosed to a Party by a third party not under an obligation of confidentiality to the disclosing Party; 3) which was independently developed by a Party not otherwise in violation or breach of this Agreement or any other confidentiality obligation to the other Party;4) which was rightfully known to a Party prior to entering into this Agreement; or 5) any disclosure specifically authorized in writing by a Party.
3. Remedies. Each Party acknowledges that all Confidential Information furnished by the other Party is considered a proprietary trade secret and is a matter of strict confidentiality. Each Party also acknowledges that the unauthorized use or disclosure of any Confidential Information of the other Party will cause irreparable harm to the other Party. Accordingly, each Party agrees that the other Party shall be entitled to seek equitable relief, including injunction and specific performance without the necessity of posting a bond, in addition to all other remedies available at law or in equity for any threatened or actual breach of this Agreement.
4. Protection and Security of Confidential Information. Each Party agrees that it will employ the same security measures to Confidential Information received from the other Party that it would apply to its own comparable confidential information (but in no event less than a reasonable degree of care in handling Confidential Information). Without limiting the generality of the foregoing, each Party further agrees that it will not distribute, disclose or convey to third parties any Confidential Information, except as specifically permitted in this Agreement.
5. Limited Disclosure. Each Party further agrees that: a) only its employees with a defined need to know shall be granted access to Confidential Information and only after they have been informed of the confidential nature of the Confidential Information; b) Confidential Information shall not be distributed, disclosed or conveyed to any consultant or subcontractor retained by it except upon the other Party's prior written approval, which shall be conditioned on such consultant or subcontractors agreeing to be bound by the terms of this Agreement; c) no copies or reproductions shall be made of any Confidential Information of the other Party except to effectuate the purpose of these discussions or with the written consent of the other Party; d) it shall not make use of any Confidential Information for its own benefit or for the benefit of any third party.
6. Legal Process. Each Party agrees that, should third parties request the Party or its consultants or subcontractors to submit Confidential Information of the other Party to them pursuant to subpoena, summons, search warrant or governmental order, it will notify the other Party immediately upon receipt of such request. Notice shall be forwarded via overnight courier by receiving Party to other Party no later than three (3) business days after receipt by receiving Party. If the other Party objects to the release of the Confidential Information, the Party receiving the request will permit counsel chosen by the other Party to represent it in order to resist release of the Confidential Information. The Party resisting the release of such Confidential Information will indemnify the other Party for any expenses incurred by it in connection with resisting the release of the Confidential Information.
7. Ownership and Return of Confidential Information. Each Party agrees that all Confidential Information received from the other Party shall at all times remain the sole property of that Party and shall be returned to the Party immediately upon demand or upon termination of any business relationship between the Parties. No rights or licenses, express or implied, are granted by one Party to the other under any patents, copyrights, trade secrets or other proprietary rights as a result of or related to this Agreement.8. Intellectual Property. Each Party agrees that without the other Party's written consent, it will not use the name, service marks, or trademarks of such other Party or any of its affiliated companies or reveal the existence of this Agreement or the terms or conditions thereof.
9. No Obligation. The disclosure or receipt of information hereunder in no way obligates either Party to enter into a Relationship with the other Party and, except as otherwise provided herein, does not preclude either Party from entering into discussions or agreements of any kind whatsoever with any other Party, provided such discussions or agreements do not violate any provisions of this Agreement or any other agreement between the Parties.
10. No Waiver. No term or provision hereof shall be deemed waived and no breach excused, unless such waiver or consent shall be in writing and signed by the Party claimed to have waived or consented. Any consent by any Party to, or waiver of, a breach by the other, whether express or implied, shall not constitute a consent to, waiver of, or excuse for any different or subsequent breach.
11. Governing Law; Jurisdiction; Attorneys’ Fees. The internal laws of the State of Arizona shall govern this Agreement, without regard for conflict of laws principles. In the event that either Party pursues legal action against the other to enforce or protect its rights under this Agreement, the Parties agree that the federal or state courts of Maricopa County, Arizona shall have sole and exclusive jurisdiction over the matter. The Parties agree that the prevailing Party herein shall be entitled to recover its costs, disbursements, and reasonable attorney's fees following a final judgment from the non-prevailing Party.
12. Term. This Agreement will terminate three (3) years from the Effective Date, subject to an extension if the Parties are still contemplating a Relationship, if agreed in writing by the Parties. The obligations of the receiving Party hereunder with respect to any Confidential Information of the other Party disclosed hereunder shall survive any termination or expiration of this Agreement and shall remain in effect for ten (10) years.
13. Authority. The undersigned each hereby represent and warrant to the other Party that he or she is authorized to execute this Agreement on behalf of the contracting Party.
14. Entire Agreement. This Agreement states the entire agreement between the Parties concerning the disclosure of Confidential Information and supersedes any prior agreements, understandings, or representations with respect thereto. Any addition or modification to this Agreement must be made in writing and signed by authorized representatives of both Parties.
15. Severability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof. Any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
16. Assignment. This Agreement and the parties' rights, duties and obligations under this Agreement are not transferable or assignable by any of them without the express, prior written consent of the other party hereto. Any attempt by a party to transfer or assign this Agreement or any of its rights, duties or obligations under this Agreement without such consent is void. Notwithstanding the foregoing, this Agreement may be assigned by Watkins to an entity created by Watkins for the purpose of conducting the business contemplated hereunder. Further notwithstanding the foregoing, either Party may assign its rights and obligations under this Agreement to a purchaser of all or substantially all of the outstanding capital stock or assets of such party or the surviving entity in a merger, reorganization, or other business combination involving such party, provided that notice of such assignment is given in advance to the non-assigning party and the surviving or acquiring company has agreed in writing to be bound by the terms of this Agreement. Subject to the foregoing limitations, this Agreement shall inure to the benefit of and be binding upon the Parties, their successors and permitted assigns.
17. Headings. The headings contained in this Agreement are for convenience only and shall not be interpreted to limit or otherwise affect the provisions of this Agreement.
18. Provision Not Construed Against Party Drafting Agreement. This Agreement shall be deemed to have been drafted by all Parties and, in the event of a dispute, no Party hereto shall be entitled to claim that any provision should be construed against any other Party by reason of the fact that it was drafted by one Particular Party.
19. Certain Definition. The term “affiliate” means any person or entity controlling, controlled by or under common control with a Party.
20. Counterparts. This Agreement is legally binding with signatures sent via facsimile or e-mail and may be executed in counterparts (each of, which shall be deemed an original, and both of which shall constitute one and same instrument).
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the day and year first above written.
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Signed by Credit Tracker Support
Signed On: October 23, 2023
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Document Name: Mutual NDA
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