MUTUAL NON-DISCLOSURE AGREEMENT

THIS MUTUAL NON-DISCLOSURE AGREEMENT (“this Agreement") is made and entered into by the undersigned parties as of the date set forth below.

WHEREAS, in connection with the evaluation of a potential business relationship between the parties (the “Proposed Relationship”), each party may disclose to the other party certain Confidential Information, ideas, standards, procedures (defined below) which the Disclosing Party (defined below) desires the Receiving Party (defined below) to treat as confidential in accordance with this Agreement.

NOW, THEREFORE, in consideration of the mutual agreement contained herein, the parties hereto agree as follows:

Definitions:

Confidential Information, Ideas, Standards, Procedure of a party (the “Disclosing Party”) shall mean all information, data, or materials that the Disclosing Party discloses to the other party (the “Receiving Party”), directly or indirectly, in connection with the Relationship on or after the Effective Date, in any form and regardless of whether such information is designated as “Confidential,” “Proprietary,” or similarly. This includes, but is not limited to:
- Information about the Disclosing Party's and its Affiliates’ executives, employees, business plans, marketing plans, internal performance results, price lists, pricing policies, contracts, business procedures, software integrations, customer and supplier lists, and personally identifiable information.
- Any information obtained by the Disclosing Party from a third party which the Disclosing Party is obligated to treat as proprietary or confidential.
- Derivations of the Disclosing Party’s Confidential Information, including notes, analysis, compilations, studies, memoranda, or other documents prepared by or on behalf of the Receiving Party based on or reflecting the Confidential Information.
Affiliate: Any person, partnership, joint venture, corporation, or other enterprise, domestic or foreign, that directly or indirectly controls, is controlled by, or is under common control with a party to this Agreement.
Representatives: The respective directors, partners, officers, employees, trustees, agents, consultants, and financial and legal advisors of a party.

Non-Use and Non-Disclosure:

The Receiving Party agrees not to use any Confidential Information of the Disclosing Party for any purpose except to evaluate and perform the Proposed Relationship. The Receiving Party shall not disclose any Confidential Information to any third party or to its Representatives, except to those who need access for evaluating the Proposed Relationship, are informed of its confidential nature, and agree to confidentiality obligations as stringent as those in this Agreement. The Receiving Party shall be liable for any breaches of this Agreement by its Representatives.
In the event of a legal compulsion to disclose Confidential Information, the Receiving Party shall, unless prohibited, promptly notify the Disclosing Party to allow for seeking a protective order. The Receiving Party shall make efforts to narrow the scope of disclosure and obtain confidential treatment for the disclosed information.
The Receiving Party shall protect the Confidential Information using the same degree of care as for its own confidential information, but no less than a reasonable degree of care. The Receiving Party shall notify the Disclosing Party in case of known or suspected unauthorized use or disclosure of the Confidential Information and take steps to remedy any such situation. The Receiving Party shall inform the Disclosing Party if any of its current or former Representatives should no longer have access to the Confidential Information.

Return of Materials:

All documents and tangible objects containing or representing Confidential Information, and all copies thereof, shall remain the property of the Disclosing Party. They shall be returned or destroyed upon request or upon expiration of the Agreement. The Receiving Party may retain one copy for regulatory or audit purposes, with continued confidentiality obligations.

No License or Warranty:

Nothing in this Agreement grants any rights under any patent, trademark, copyright, trade secret, or other proprietary rights of either party. The Confidential Information is provided on an “as is” basis, without any warranties of accuracy or completeness.

Term:

The Agreement commences on the Effective Date and continues until terminated by either party with thirty (30) days prior written notice. Confidentiality obligations for non-personally identifiable information and non-trade secret information last for five (5) years post-disclosure or post-termination. Confidentiality obligations for trade secret information last as long as the information remains a trade secret under applicable law. Obligations for personally identifiable information are indefinite.

Remedies:

Violations of this Agreement may cause irreparable harm. Both parties agree that injunctive relief, in addition to legal remedies, is an appropriate response to any breaches. The Receiving Party waives any bond requirement for such relief.

Notice:

All notices must be in writing and are considered duly given when delivered by messenger, fax, overnight courier, or five days after being mailed by registered or certified mail to the addresses below.

Miscellaneous:

This Agreement binds and benefits the parties and their respective Affiliates, successors, and assigns. It is governed by Florida law and subject to jurisdiction in Dade County, Florida. This Agreement contains the entire agreement on this subject and may only be amended in writing by both parties. It may be signed in counterparts, each constituting an original, and a signed copy or scan is considered an original. Assignments are only valid with prior written consent, and no assignment relieves the Receiving Party of obligations for previously disclosed Confidential Information.

IN WITNESS WHEREOF, the undersigned parties have executed this Mutual Non-Disclosure Agreement as of the date signed below.