Legal
Mutual Non-Disclosure Agreement
Effective as of the date of signature below
This Mutual Non-Disclosure Agreement (this “Agreement”) is entered into by and between Sendarapay, located at 1200 Brickell Ave., Miami, FL 33131 (“Sendarapay”), and the individual or entity identified in the signature block below (the “Counterparty”). Sendarapay and the Counterparty are each a “Party” and together the “Parties.” By completing and submitting the signature form at the end of this document, the Counterparty agrees to be bound by the terms below.
1. Purpose
The Parties wish to explore a potential business relationship (the “Purpose”) and, in connection with the Purpose, each Party may disclose to the other certain confidential and proprietary information. This Agreement governs the protection and permitted use of that information.
2. Definition of Confidential Information
“Confidential Information” means any non-public information disclosed by one Party (the “Disclosing Party”) to the other (the “Receiving Party”), whether orally, in writing, electronically, or by inspection, that is designated as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. Confidential Information includes, without limitation:
- Business plans, roadmaps, strategies, forecasts, and financial information;
- Product designs, technology, source code, architecture, and technical know-how;
- Customer, partner, supplier, and investor information;
- Pricing, transaction data, and payment-flow information;
- Marketing plans, and any other proprietary or commercially sensitive information.
3. Exclusions
Confidential Information does not include information that the Receiving Party can demonstrate: (a) was already lawfully known to it without a duty of confidentiality prior to disclosure; (b) is or becomes publicly available through no breach of this Agreement by the Receiving Party; (c) is rightfully received from a third party without a duty of confidentiality; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.
4. Obligations of the Receiving Party
The Receiving Party agrees to: (a) use the Confidential Information solely for the Purpose; (b) protect it using at least the same degree of care it uses for its own confidential information, and in no event less than a reasonable degree of care; (c) not disclose it to any third party except to its employees, advisors, or representatives who have a need to know for the Purpose and who are bound by confidentiality obligations at least as protective as those in this Agreement; and (d) not copy or reproduce it except as reasonably necessary for the Purpose.
5. Compelled Disclosure
If the Receiving Party is required by law, regulation, or valid legal process to disclose Confidential Information, it may do so, provided that (where legally permitted) it gives the Disclosing Party prompt prior written notice and reasonable cooperation so the Disclosing Party may seek a protective order or other remedy.
6. Term and Duration of Obligations
This Agreement begins on the date of signature and continues until terminated by either Party upon written notice. The confidentiality obligations in this Agreement are indefinite and survive termination, continuing to apply to all Confidential Information for so long as such information remains non-public, except to the extent an exclusion in Section 3 applies.
7. No License or Warranty
All Confidential Information remains the property of the Disclosing Party. Nothing in this Agreement grants the Receiving Party any license or rights to the Confidential Information except the limited right to use it for the Purpose. Confidential Information is provided “as is,” without warranty of any kind.
8. Return or Destruction
Upon the Disclosing Party’s written request or upon termination, the Receiving Party will promptly return or destroy all Confidential Information in its possession and, on request, certify such destruction, except for copies retained in routine backups or as required by law, which remain subject to this Agreement.
9. No Obligation to Proceed
Nothing in this Agreement obligates either Party to proceed with any transaction or business relationship. This Agreement does not create a partnership, joint venture, agency, or employment relationship between the Parties.
10. Remedies
The Parties agree that a breach of this Agreement may cause irreparable harm for which monetary damages may be inadequate, and that the non-breaching Party may seek injunctive or equitable relief in addition to any other remedies available at law or in equity.
11. Governing Law
This Agreement is governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict-of-laws principles. The Parties consent to the exclusive jurisdiction of the state and federal courts located in Miami-Dade County, Florida.
12. Entire Agreement
This Agreement constitutes the entire agreement between the Parties regarding its subject matter and supersedes all prior discussions. It may only be amended in a writing signed (including electronically) by both Parties. If any provision is held unenforceable, the remaining provisions remain in full force and effect.
13. Contact
Sign this agreement
Complete the fields below to electronically sign this Mutual Non-Disclosure Agreement. A copy of your signed acknowledgement will be sent to Sendarapay.
This Non-Disclosure Agreement is a general template provided for convenience and should be reviewed and adapted by qualified legal counsel before use. It does not constitute legal advice, and electronic-signature enforceability may vary by jurisdiction.
