One-Way Non-Disclosure Agreement
This One-Way Confidentiality and Non-Disclosure Agreement (Agreement) is entered into by SimpLISity Tech (Disclosing Party) and the signer identified in this form (Recipient).
Disclosing Party may share non-public business, product, technical, financial, customer, workflow, software, pricing, security, operational, roadmap, and other information relating to SimpLISity Tech or its services (Confidential Information) so the parties may discuss or evaluate a possible business relationship or use of SimpLISity Tech offerings (Purpose).
Recipient will use Confidential Information only for the Purpose, will protect it with at least reasonable care, and will not disclose it to any third party except to Recipient's employees, contractors, professional advisers, or representatives who need to know it for the Purpose and are bound by confidentiality duties at least as protective as this Agreement.
Confidential Information does not include information that Recipient can document was public through no breach of this Agreement, was already lawfully known by Recipient, was independently developed without use of Confidential Information, or was lawfully received from a third party without a confidentiality duty.
If Recipient is required by law to disclose Confidential Information, Recipient will, to the extent legally permitted, give Disclosing Party prompt notice and reasonable assistance so Disclosing Party may seek protective treatment. No license, ownership right, warranty, purchase commitment, partnership, employment relationship, or obligation to proceed with any transaction is created by this Agreement.
On request, Recipient will return and/or destroy Confidential Information, except copies required by law or routine archival/backup systems, which remain subject to this Agreement. Recipient's confidentiality and restricted-use duties last for three (3) years from the signature date, and trade secrets remain protected for as long as they qualify as trade secrets under applicable law.
Recipient acknowledges that unauthorized disclosure may cause irreparable harm and that Disclosing Party may seek injunctive relief in addition to any other available remedies. This Agreement is governed by the laws of the State of Florida, and the parties consent to exclusive jurisdiction and venue in the state and federal courts located in Florida. If any provision is unenforceable, the rest remains in effect; this is the entire agreement on its subject and may be amended only in a signed writing. This Agreement may be signed electronically, and the typed signature is intended to have the same effect as a handwritten signature.