Mutual Non-Disclosure Agreement
A straightforward, two-way agreement for confidential commercial, technical, product, pricing, integration, and white-label discussions.
This Mutual Non-Disclosure Agreement governs the use and protection of Confidential Information shared by either party in connection with the Purpose. The agreement becomes effective when executed by authorized representatives of both parties through the applicable signing process.
1. Purpose
Nexus Commerce LLC and the counterparty may disclose Confidential Information to evaluate or discuss a potential subscription, Enterprise deployment, technology integration, channel partnership, white-label arrangement, or other commercial opportunity (the Purpose).
2. Confidential Information
Confidential Information means non-public business, financial, technical, operational, product, customer, pricing, security, marketing, commercial, or other information disclosed by one party to the other that a reasonable person would understand to be confidential.
3. Exclusions
Confidential Information does not include information that the receiving party can demonstrate: is publicly available through no breach of this Agreement; was lawfully known without a confidentiality duty before disclosure; was independently developed without use of the disclosed information; or was lawfully received from a third party without breach of a confidentiality obligation.
4. Use And Protection
The receiving party will use Confidential Information only for the Purpose, protect it using at least reasonable care, and disclose it only to employees, advisers, contractors, or affiliates who need to know it for the Purpose and are bound by confidentiality obligations at least as protective as this Agreement.
5. Permitted And Required Disclosures
A receiving party may disclose Confidential Information when required by law, regulation, or court order, but only to the required extent and, where legally permitted, after prompt notice to the disclosing party so it may seek protective treatment.
6. Ownership And No License
Each party retains all right, title, and interest in its Confidential Information. No license, ownership interest, or intellectual-property right is granted other than the limited right to use Confidential Information for the Purpose.
7. Return Or Destruction
Upon written request, the receiving party will return or destroy the disclosing party Confidential Information, except for routine backup copies or records retained by law, which remain subject to these confidentiality obligations.
8. Term
This Agreement applies to Confidential Information disclosed during the business evaluation. The confidentiality and use restrictions continue for three years after each disclosure. Trade secrets remain protected for as long as they qualify as trade secrets under applicable law.
9. No Obligation Or Public Announcement
Neither party is required to proceed with a transaction, disclose information, or enter into any further agreement. Neither party may publicly announce a potential relationship without the other party prior written consent, except as required by law.
10. Remedies
Unauthorized use or disclosure may cause harm for which money damages may be inadequate. The disclosing party may seek appropriate equitable relief in addition to other available rights and remedies.
11. Governing Law And Venue
This Agreement is governed by the laws of the State of Florida, without regard to conflict-of-law rules. The parties consent to the jurisdiction of state courts located in St. Johns County, Florida and, where federal jurisdiction applies, the United States District Court for the Middle District of Florida.
12. Entire Agreement
This Agreement is the complete agreement between the parties concerning its subject matter and may be amended only in a writing executed by authorized representatives of both parties.