Non-Disclosure Agreement
Logikiosk LLC
10611 Tamiami Trail North, Naples, FL 34108
(239) 451-3077
info@logikiosk.com
NON-DISCLOSURE AGREEMENT
This Non-Disclosure Agreement (the "Agreement") is entered into as of the date of electronic signature below (the "Effective Date") by and between Logikiosk LLC, a limited liability company with its principal place of business at 10611 Tamiami Trail North, Naples, FL 34108 ("Disclosing Party"), and the undersigned individual or entity ("Receiving Party").
Purpose: The Receiving Party may receive certain confidential information from the Disclosing Party for the purpose of evaluating a potential business relationship between the parties.
1. CONFIDENTIAL INFORMATION
"Confidential Information" means any information disclosed by Disclosing Party to Receiving Party, either directly or indirectly, in writing, orally, or by inspection of tangible objects, which is designated as "Confidential," "Proprietary," or which, under the circumstances surrounding the disclosure, should reasonably be understood to be confidential. Confidential Information includes, without limitation:
- Technical information: Methods, processes, formulae, systems, techniques, inventions, computer programs, and research projects
- Business information: Customer information, pricing data, financial data, marketing strategies, and business plans
- Proprietary software and technological solutions developed by Logikiosk LLC
- Any information marked as "Confidential" or "Proprietary"
Confidential Information shall not include information that: (i) is or becomes publicly known through no fault of the Receiving Party; (ii) was rightfully known to Receiving Party prior to disclosure; (iii) is independently developed by Receiving Party without use of Confidential Information; or (iv) is rightfully obtained by Receiving Party from a third party without restriction.
2. OBLIGATIONS
Receiving Party shall hold and maintain the Confidential Information in strict confidence for the sole benefit of the Disclosing Party. Receiving Party shall exercise reasonable care to protect the Confidential Information. Receiving Party shall not use Confidential Information for any purpose other than evaluating the potential business relationship with Disclosing Party.
3. NON-DISCLOSURE
Receiving Party shall not disclose, publish, or disseminate Confidential Information to any third party without Disclosing Party's prior written consent. Receiving Party may disclose Confidential Information only to those employees who need to know such information for the evaluation purpose and who are bound by confidentiality obligations at least as protective as those in this Agreement.
4. TERM
The obligations of confidentiality shall survive the termination of this Agreement and shall continue for a period of three (3) years from the Effective Date, except for trade secrets, which shall be protected for as long as they remain trade secrets.
5. RETURN OF INFORMATION
Upon written request by Disclosing Party, or upon termination of this Agreement, Receiving Party shall promptly return all documents and other tangible materials representing Confidential Information and all copies thereof, or at Disclosing Party's option, certify destruction of the same.
6. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of laws principles.
7. NO WARRANTY
ALL CONFIDENTIAL INFORMATION IS PROVIDED "AS IS." DISCLOSING PARTY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE CONFIDENTIAL INFORMATION.
8. SEVERABILITY
If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.
9. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, communications, and understandings. This Agreement may not be amended except in a writing signed by both parties.
10. NO LICENSE
Nothing in this Agreement is intended to grant any rights to Receiving Party under any patent, copyright, trademark, or other intellectual property right of Disclosing Party.
ELECTRONIC SIGNATURE
By providing your electronic signature below, you acknowledge that you have read, understood, and agree to be bound by all terms and conditions of this Non-Disclosure Agreement.
This agreement is legally binding upon electronic submission.