CaseFee Pro is unreleased software in private beta. Before you start, please read and sign this Mutual Non-Disclosure Agreement. You'll only see this once.
MUTUAL NON-DISCLOSURE AGREEMENT
This Mutual Non-Disclosure Agreement (this "Agreement") is made and entered into as of the date of acceptance recorded below (the "Effective Date"), by and between CFP, LLC, an Oklahoma limited liability company with a principal place of business at 1108 NW 16th St, Suite CP, Oklahoma City, OK 73106 ("Company"), and the individual accepting this Agreement ("Recipient"). Company and Recipient are each a "Party" and collectively the "Parties."
Purpose. The Parties wish to explore a potential business relationship in connection with Company's proprietary software product, related technology, and business and financial plans (the "Purpose"). In furtherance of the Purpose, each Party (as "Discloser") may disclose to the other (as "Recipient") certain confidential and proprietary information.
1. Confidential Information. "Confidential Information" means any non-public information disclosed by a Party, whether oral, written, visual, electronic, or in any other form, that is designated as confidential or that a reasonable person would understand to be confidential given its nature or the circumstances of disclosure. It includes, without limitation, software, source code, designs, product concepts, screenshots, demonstrations, business and marketing plans, pricing, financial information, customer data, and the existence and substance of the Parties' discussions.
2. Obligations. Recipient shall: (a) use the Confidential Information solely for the Purpose; (b) hold it in strict confidence and protect it with at least the same degree of care it uses for its own confidential information, and in no event less than reasonable care; and (c) not disclose it to any third party without the Discloser's prior written consent. Recipient shall not copy, reproduce, reverse engineer, or otherwise commercialize the Confidential Information or develop a competing product based upon it.
3. Exclusions. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of Recipient; (b) was rightfully known to Recipient before disclosure; (c) is independently developed by Recipient without use of the Confidential Information; or (d) is rightfully received from a third party without restriction. Recipient may disclose Confidential Information if required by law or court order, provided it gives prompt notice (where legally permitted) so the Discloser may seek protective treatment.
4. Term. This Agreement begins on the Effective Date and continues for two (2) years, unless earlier terminated by either Party upon written notice. Recipient's confidentiality obligations survive for three (3) years following disclosure, except that obligations regarding any information constituting a trade secret continue for as long as the information remains a trade secret under applicable law.
5. No License; No Obligation. All Confidential Information remains the property of the Discloser. No license or other right is granted under any patent, copyright, trademark, or trade secret, whether by implication or otherwise. Nothing in this Agreement obligates either Party to proceed with any transaction or business relationship.
6. Return or Destruction. Upon the Discloser's written request or termination of this Agreement, Recipient shall promptly return or destroy all Confidential Information and any copies, and certify such destruction in writing if requested.
7. No Warranty. All Confidential Information is provided "AS IS." The Discloser makes no representations or warranties as to its accuracy or completeness.
8. Remedies. Recipient acknowledges that unauthorized disclosure or use of Confidential Information may cause irreparable harm for which monetary damages would be inadequate. The Discloser is therefore entitled to seek injunctive relief, in addition to any other remedies available at law or in equity, without the necessity of posting bond.
9. Governing Law. This Agreement is governed by and construed under the laws of the State of Oklahoma, without regard to its conflict-of-laws principles. The Parties consent to the exclusive jurisdiction of the state and federal courts located in Oklahoma County, Oklahoma.
10. Miscellaneous. This Agreement constitutes the entire understanding between the Parties regarding its subject matter and supersedes all prior oral or written agreements. It may be amended only in a writing signed by both Parties. Neither Party may assign this Agreement without the other's prior written consent. If any provision is held unenforceable, the remaining provisions remain in effect. This Agreement may be executed in counterparts, including by electronic signature, each of which is deemed an original.