Non-Disclosure Agreement
Non-Disclosure Agreement (NDA)
This Non-Disclosure Agreement (“Agreement”) is entered into as of the date of signature, by and between VirtualSpace.xyz LLC (“VirtualSpace”) and the other party (“Counterparty”). Each party may be referred to as a “Party” and collectively as the “Parties.”
The Parties anticipate that, in the course of discussions or a potential business relationship, each Party may disclose or make available to the other certain confidential or proprietary information. The Parties wish to protect such information from unauthorized use and disclosure. Therefore, the Parties agree as follows:
1. Definition of Confidential Information. “Confidential Information” means any non-public information that a Party (the “Disclosing Party”) discloses to the other Party (the “Receiving Party”), whether in oral, written, electronic, or other form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information or the circumstances of disclosure. Confidential Information includes, without limitation:
• Business plans, marketing strategies, customer lists, sales data, pricing information, financial projections, and financial information;
• Technical information, including product designs, prototypes, software (source code or object code), algorithms, system architecture, inventions, research, formulas, trade secrets, and know-how;
• Operational information, such as vendor names, supply chain details, internal processes, or any documentation related to business operations;
• Any third-party information that a Disclosing Party is obligated to keep confidential;
• Any other information that is identified as confidential at the time of disclosure or that a reasonable person would understand to be confidential in nature.
Confidential Information does not include information that the Receiving Party can demonstrate: (a) was already known to the Receiving Party without an obligation of confidentiality at the time of disclosure; (b) is or becomes publicly available without breach of this Agreement by the Receiving Party; (c) is lawfully obtained by the Receiving Party from a third party who has the right to make such disclosure without any confidentiality obligation; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.
2. Purpose of Disclosure. The Receiving Party shall use the Confidential Information of the Disclosing Party solely for the purpose of evaluating, negotiating, or carrying out the potential or actual business relationship between the Parties (the “Purpose”), and not for any other purpose or for its own benefit or the benefit of any third party without the prior written consent of the Disclosing Party.
3. Obligations of Confidentiality. The Receiving Party shall treat all Confidential Information of the Disclosing Party as strictly confidential and shall use the same degree of care to prevent unauthorized use or disclosure of the Confidential Information as it uses to protect its own confidential and proprietary information of a similar nature, but in no event less than reasonable care. Specifically, the Receiving Party agrees to:
• Non-Disclosure: Not disclose or permit access to the Disclosing Party’s Confidential Information to any person or entity except to its own representatives (employees, officers, agents, or subcontractors) who have a legitimate “need to know” for the Purpose and who are bound by confidentiality obligations at least as protective as those in this Agreement.
• Non-Use: Not use the Disclosing Party’s Confidential Information for any purpose other than the Purpose, without the Disclosing Party’s express prior written consent.
• Protection: Protect the confidentiality of the Disclosing Party’s Confidential Information and prevent it from falling into the public domain or the possession of unauthorized persons.
• Unauthorized Disclosure Notification: Promptly notify the Disclosing Party if the Receiving Party becomes aware of any loss, misuse, or unauthorized disclosure of the Disclosing Party’s Confidential Information, and cooperate with the Disclosing Party in any efforts to mitigate the effects of such event or prevent further unauthorized use or disclosure.
4. Compelled Disclosure. If the Receiving Party is required by law, regulation, or a valid court or governmental order to disclose any of the Disclosing Party’s Confidential Information, the Receiving Party shall (to the extent permitted by law) provide the Disclosing Party with prompt written notice of the requirement so that the Disclosing Party may seek a protective order or other appropriate remedy to prevent or limit the disclosure. If, after providing such notice and assistance, the Receiving Party remains legally required to disclose any Confidential Information, it shall disclose only that portion of the Confidential Information which is legally required to be disclosed and shall use reasonable efforts to obtain confidential treatment for any Confidential Information so disclosed.
5. Return or Destruction of Information. Upon the earlier of: (a) the conclusion of the business discussions or relationship between the Parties, or (b) the Disclosing Party’s written request, the Receiving Party shall promptly return or destroy (at the Disclosing Party’s choice) all materials in any form containing or reflecting the Disclosing Party’s Confidential Information, and any copies thereof. The Receiving Party shall also expunge Confidential Information from its electronic systems to the extent practicable. Upon the Disclosing Party’s request, the Receiving Party will certify in writing that it has fully complied with its obligations under this section. Notwithstanding the return or destruction of Confidential Information, the Receiving Party will continue to be bound by the confidentiality and non-use obligations in this Agreement for the time periods stated in Section 7.
6. No Rights Granted. All Confidential Information is and shall remain the property of the Disclosing Party. Nothing in this Agreement is intended to grant any rights to the Receiving Party under any patent, copyright, trademark, trade secret, or other intellectual property of the Disclosing Party, nor shall this Agreement grant the Receiving Party any rights in or to the Disclosing Party’s Confidential Information, except the limited right to review such information solely for the Purpose. No warranties of any kind are given with respect to the Confidential Information, and the Disclosing Party shall not be liable for any inaccuracies or omissions in the Confidential Information or the use thereof by the Receiving Party.
7. Term and Survival. This Agreement shall become effective on the date first written above and remain in effect for 3 years, unless extended or terminated by a written agreement signed by both Parties. Either Party may terminate this Agreement upon 30 days’ written notice to the other Party (termination will not affect confidentiality obligations with respect to information already disclosed). Survival: Notwithstanding the termination or expiration of this Agreement, each Party’s duty to protect Confidential Information disclosed during the term shall survive for 5 years from the date of disclosure. Trade secrets (as defined by applicable law) shall remain confidential for as long as they qualify as trade secrets.
8. Remedies and Enforcement. The Receiving Party acknowledges that the improper use or disclosure of Confidential Information would cause irreparable harm to the Disclosing Party, for which monetary damages may be difficult to ascertain or an inadequate remedy. The Disclosing Party is therefore entitled to seek injunctive relief (without the necessity of posting a bond) to prevent any actual or threatened breach of this Agreement, in addition to any other rights and remedies available at law or in equity. The Receiving Party will be responsible for any breach of this Agreement by its representatives and agrees, at its own expense, to defend and hold the Disclosing Party harmless from and against any damages, losses, or liabilities (including reasonable attorneys’ fees) arising out of or resulting from any unauthorized use or disclosure of the Disclosing Party’s Confidential Information by the Receiving Party or its representatives.
9. No Obligation to Proceed. This Agreement does not obligate either Party to proceed with any transaction, business collaboration, or enter into any further agreement. Each Party reserves the right, in its sole discretion, to cease discussions and negotiations at any time. If the Parties decide to pursue a business relationship, the terms of that relationship will be set forth in a separate definitive agreement. Until such definitive agreement is executed, neither Party will be under any legal obligation with respect to the transaction except for the obligations under this NDA.
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 laws principles. The Parties consent to the exclusive jurisdiction of the state and federal courts located in Miami-Dade County, Florida for the resolution of any disputes arising out of or relating to this Agreement. Each Party waives any objection to the jurisdiction and venue of such courts.
11. Miscellaneous.
• No Assignment: Neither Party may assign or transfer any rights or obligations under this Agreement, in whole or in part, without the prior written consent of the other Party, except that either Party may assign this Agreement without consent in the event of a merger, consolidation, or sale of substantially all of its assets or business (provided the successor agrees in writing to be bound by this Agreement). Any attempted assignment in violation of this section shall be null and void.
• Entire Agreement: This Agreement constitutes the entire understanding between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications, agreements, and understandings, whether written or oral, relating to the exchange of Confidential Information.
• Amendments: This Agreement may be amended or modified only by a written instrument signed by both Parties.
• No Waiver: No failure or delay by either Party in exercising any right under this Agreement will operate as a waiver thereof, nor will any partial exercise of any right preclude further exercise of that or any other right. Any waiver must be in writing and signed by the Party granting the waiver.
• Severability: If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision shall be enforced to the maximum extent permissible, and the remaining provisions of this Agreement will remain in full force and effect.
IN WITNESS WHEREOF, the Parties have executed this Non-Disclosure Agreement as of the date first written above:
VirtualSpace.xyz LLC (Disclosing/Receiving Party)
By: ____________________________ Date: ____________
Name/Title: _____________________
the other party (Disclosing/Receiving Party)
By: ____________________________ Date: ____________
Name/Title: _____________________