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This Non-Disclosure Agreement ("Agreement") is entered into as of the date of form submission by and between Annette Byman, LLC, a Florida Corporation, with its principal place of business at 13747 Magnolia Lake Court Fort Myers, FL 33907 ("Disclosing Party"), and [Customer Name as Entered Above] ("Receiving Party").
1. Purpose
The Receiving Party may receive certain confidential and proprietary information ("Confidential Information") from the Disclosing Party for the sole purpose of evaluating or engaging in a business relationship related to personal style analysis ("Purpose"). This Agreement establishes the terms under which the Receiving Party agrees to protect the Confidential Information.
2. Confidential Information
For purposes of this Agreement, "Confidential Information" means any and all proprietary or confidential information disclosed by the Disclosing Party to the Receiving Party, whether in written, oral, or electronic form, including, but not limited to, trade secrets, business methods, technical data, designs, inventions, processes, product plans, marketing strategies, customer information, and other intellectual property.
3. Obligations of the Receiving Party
The Receiving Party agrees to:
a) Keep all Confidential Information strictly confidential and not disclose it to any third party without prior written consent from the Disclosing Party.
b) Use the Confidential Information solely for the Purpose set forth in Section 1.
c) Take all reasonable measures to protect the confidentiality of the Confidential Information, at least as carefully as the Receiving Party protects its own confidential and proprietary information.
d) Not copy, reproduce, or otherwise use the Confidential Information for any purpose other than the Purpose.
4. Exclusions from Confidential Information
Confidential Information shall not include information that:
a) Is or becomes publicly available through no fault of the Receiving Party.
b) Was in the possession of the Receiving Party prior to disclosure by the Disclosing Party, as evidenced by written records.
c) Is independently developed by the Receiving Party without reference to or reliance upon the Confidential Information.
d) Is disclosed to the Receiving Party by a third party who is not under an obligation of confidentiality with respect to such information.
5. Return of Confidential Information
Upon the Disclosing Party’s request, the Receiving Party shall promptly return or destroy all materials containing Confidential Information, including copies, notes, or any other documentation or media containing such information.
6. No License
Nothing in this Agreement shall be construed as granting any license or rights under any patent, trademark, copyright, or other intellectual property right of the Disclosing Party. The Disclosing Party retains all right, title, and interest in and to the Confidential Information.
7. Duration of Confidentiality Obligations
The obligations of the Receiving Party with respect to Confidential Information shall remain in effect for a period of three (3) years after the termination of this Agreement, unless otherwise agreed upon in writing by the parties.
8. No Obligation to Enter into Further Agreements
This Agreement does not obligate either party to enter into any further agreements or business relationship, and neither party has any obligation to disclose any particular Confidential Information.
9. Remedies
The Receiving Party acknowledges that unauthorized disclosure or use of Confidential Information could cause irreparable harm to the Disclosing Party. In the event of a breach of this Agreement, the Disclosing Party shall be entitled to seek injunctive relief, in addition to any other remedies available at law or in equity.
10. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of law principles.
11. Entire Agreement
This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior agreements or understandings, whether written or oral, relating to the Confidential Information. This Agreement may only be amended or modified in writing and signed by both parties.
12. Severability
If any provision of this Agreement is determined to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.
13. Execution
This Agreement may be executed in counterparts, and delivery of an executed copy of this Agreement by email or other electronic means shall be deemed as valid as an original signed Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Non-Disclosure Agreement as of the date of submission.