This Non-Disclosure and Confidentiality Agreement (the "Agreement") is entered into by and between you ("Partner") and Parkfield Commerce ("Company") as of the date of acceptance.
1. Confidential Information
"Confidential Information" means all non-public, proprietary or confidential information disclosed by either party in connection with discussions and collaboration regarding a potential partnership or service engagement. This includes but is not limited to business plans, client lists, technical data, pricing, processes, and any other information marked or identified as confidential.
2. Exclusions
Confidential Information does not include information that: (a) was publicly known at the time of disclosure; (b) becomes publicly known through no fault of the receiving party; (c) was rightfully known to the receiving party prior to disclosure; or (d) is independently developed without reference to the disclosing party’s Confidential Information.
3. Obligations
Both parties agree to: (a) maintain confidentiality of the disclosed information; (b) not disclose it to any third party without prior written consent; and (c) use it solely for purposes of the partnership discussion or project execution. Reasonable care must be taken to protect Confidential Information.
4. Return or Destruction
Upon request, the receiving party shall return or destroy all Confidential Information and certify such destruction, unless retention is required by law or internal archiving practices.
5. Term
This Agreement shall remain in effect for a period of three (3) years from the date of disclosure of any Confidential Information, or until the information ceases to be confidential, whichever is earlier.
6. No License
This Agreement does not grant either party any rights in or to the other’s intellectual property or Confidential Information except as expressly stated.
7. No Obligation
Nothing in this Agreement obligates either party to proceed with any proposed transaction or business relationship.
8. Injunctive Relief
Any breach of this Agreement may result in irreparable harm for which monetary damages would be an insufficient remedy. In such cases, the injured party is entitled to seek injunctive or equitable relief.
9. Governing Law
This Agreement is governed by the laws of the State of New York, without regard to its conflict of law principles.
10. Entire Agreement
This Agreement constitutes the entire agreement between the parties regarding confidentiality and supersedes all prior communications on the subject.
By entering into partnership discussions or engaging with Parkfield Commerce, you acknowledge and agree to the terms outlined above.