Mutual Non-Disclosure Agreement
This Agreement is entered into and effective as of the date of electronic acceptance (the "Effective Date") between FermiTron, Inc., with its principal place of business at 8129 Tumeric Ct, Orlando, FL 32817, and the counterparty ("Company/Individual"), whose identity and principal place of business are established by the accompanying electronic execution record and email confirmation.
FermiTron, Inc. and the aforementioned party agree to exchange certain confidential information for the purpose of discussing potential business product creation (the "Purpose"). To protect this information, the parties agree to the following terms:
1. Definition of Confidential Information
"Confidential Information" shall mean all information disclosed by one Party to the other relating to the Purpose, including, but not limited to, technical data (designs, algorithms, schematics, software, formulations), business operations (financials, marketing plans, customer lists), and any proprietary trade secrets. This includes information disclosed prior to signing this agreement. Confidential Information also encompasses any other sensitive information that is marked as confidential or that a reasonable person would understand to be confidential given the nature of the information and the context of the disclosure.
2. Permitted Use & Non-Disclosure
The parties shall use the Confidential Information solely for the Purpose. Each party shall limit disclosure of Confidential Information within its own organization strictly to its directors, officers, partners, members, and/or employees having a need to know. Neither party shall disclose Confidential Information to any third party without prior written consent, and each party must take affirmative measures to ensure compliance by anyone granted access.
3. Exceptions to Confidentiality
This Agreement imposes no obligation upon the parties with respect to any Confidential Information that:
- Was possessed before receipt.
- Is or becomes a matter of public knowledge through no fault of the receiving party.
- Is rightfully received from a third party not owing a duty of confidentiality.
- Is disclosed without a duty of confidentiality to a third party by, or with the authorization of, the disclosing party.
- Is independently developed.
4. Intellectual Property Rights
This Agreement shall not be construed as creating, conveying, transferring, granting, or conferring upon either party any rights, license, or authority in or to the information exchanged, except the limited right to use it for the Purpose. No license or conveyance of any intellectual property rights is granted or implied by this Agreement.
5. Term & Remedies
This Agreement shall remain in force for any specific item of information disclosed for a period of three (3) years from such disclosure, unless terminated by the Discloser in writing. In the event of a breach or threatened breach, the non-breaching party shall have no adequate remedy in money or other damages and shall be entitled to injunctive relief, in addition to any other available remedies.
6. General Provisions
- No Obligation or Liability: Neither party is obligated to purchase any service, goods, or intangibles, nor are they bound to any present or future contractual relationship beyond this Agreement. Neither party shall be liable for decisions, costs, or changes in business practices based on reliance on the exchanged information.
- Warranties: The parties warrant they have the right to make disclosures under this Agreement.
- Governing Law & Severability: This Agreement states the entire understanding between the parties and supersedes any prior agreements. Modifications must be in writing. This Agreement is governed by the laws of the State of Florida, U.S.A., and disputes must be settled in a Florida court of competent jurisdiction. If any provision is found unenforceable, the remainder shall be enforced, and the unenforceable provision modified to the limited extent required to permit enforcement.
- Electronic Signatures: This Agreement may be executed electronically. The parties agree that electronic signatures, click-to-accept actions, or digital counterparts are legally binding and possess the same validity and enforceability as handwritten signatures.
WHEREFORE, by checking the required consent box, signing electronically, or otherwise indicating acceptance via the provided digital platform, the parties acknowledge that they have read and understand this Agreement and voluntarily accept the duties and obligations set forth herein.
For your records: This document is a static Mutual Non-Disclosure Agreement agreed to via clickwrap execution. The identities of the parties, the Effective Date, and the legally binding acceptance of these terms are established by the accompanying email confirmation and digital audit trail (including timestamps and IP address) captured by FermiTron, Inc.'s systems.