Developer Non-Disclosure Agreement ("NDA")
DEVELOPER NON-DISCLOSURE AGREEMENT ("NDA")
This Non-Disclosure Agreement ("Agreement") is made and entered into as of (the "Effective Date") by and between: Bootstrapped (hereinafter referred to as the "Disclosing Party"), having its principal place of business in Portland, OR USA, and (hereinafter referred to as the "Receiving Party").
WHEREAS, the Disclosing Party possesses certain confidential information relating to its software development platform and any and all software development projects listed on its platform (the "Confidential Information") ;
WHEREAS, the Receiving Party desires to receive access to the Confidential Information for the purpose of evaluating, discussing, and potentially entering into a business relationship with the Disclosing Party;
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
Definition of Confidential Information
(a) For the purposes of this Agreement, "Confidential Information" shall mean any and all proprietary or confidential information, whether disclosed in writing, orally, or by any other means, including but not limited to trade secrets, technical know-how, specifications, designs, plans, documentation, source code, algorithms, inventions, research, development, marketing strategies, customer information, financial information, and any other information that is disclosed or made available by the Disclosing Party to the Receiving Party.
(b) Confidential Information shall also include any information derived or developed from the original Confidential Information, as well as any notes, summaries, or analyses prepared by the Receiving Party that contain or are based on the Confidential Information.
Obligations of the Receiving Party
(a) The Receiving Party agrees to maintain the confidentiality of the Confidential Information and to use it solely for the purpose of evaluating and discussing potential business opportunities with the Disclosing Party (the "Purpose").
(b) The Receiving Party shall exercise reasonable care to prevent the unauthorized disclosure, use, or dissemination of the Confidential Information. The Receiving Party shall limit access to the Confidential Information to its employees, contractors, or agents who have a need to know the Confidential Information for the Purpose and who are bound by obligations of confidentiality no less restrictive than those set forth herein.
(c) The Receiving Party shall not disclose, directly or indirectly, any Confidential Information to any third party without the prior written consent of the Disclosing Party, except as required by law. In the event the Receiving Party is required by law to disclose the Confidential Information, it shall promptly notify the Disclosing Party and cooperate in seeking a protective order or other appropriate remedy.
Ownership and Return of Confidential Information
(a) The Confidential Information shall remain the exclusive property of the Disclosing Party or the Platform Parties, and no license or rights in the Confidential Information are granted to the Receiving Party, except as expressly set forth in this Agreement.
(b) Upon the Disclosing Party's request or upon termination of this Agreement, the Receiving Party shall promptly return or destroy all copies of the Confidential Information in its possession, custody, or control and shall provide written certification of such return or destruction.
Term and Termination
(a) This Agreement shall become effective as of the Effective Date and shall continue in force until [termination date] unless terminated earlier in accordance with this Agreement.
(b) Either Party may terminate this Agreement at any time, with or without cause, by providing written notice to the other Party. The obligations of confidentiality under this Agreement shall survive any termination of this Agreement.
Remedies
(a) The Parties acknowledge that any unauthorized use or disclosure of the Confidential Information may cause irreparable harm to the Disclosing Party
Acknowledged on the Effective Date by .