NON-DISCLOSURE AGREEMENT
THIS AGREEMENT is hereby entered into on this ………………day of …….……………. Two Thousand and ……………………………
BETWEEN
1.Application Leads Technology, a XXXX corporation with its principal place of business at located at YYYY
AND
2.Rates Incorporated, a company with an address XXXX .
WHEREAS, the company desires to disclose certain confidential and proprietary information (“Confidential Information”) to YYYY and
WHEREAS, YYYY agrees to receive and maintain the Confidential Information in confidence.
NOW, THEREFORE, in consideration of the mutual promises, covenants, and agreements contained herein, the Parties agree as follows:
CONFIDENTIAL INFORMATION:
The Corporation acknowledges that in the course of its dealings with the Company, it may be exposed to or acquire confidential and/or proprietary information of the Company, including but not limited to, business plans, customer lists, financial information, trade secrets, and other information not generally known to the public. The Corporation agrees that it will not, during or after the term of this Agreement, disclose or use any Confidential Information of the Company for any purpose whatsoever except as required by law.
NON-COMPETE:
The Corporation acknowledges and agrees that the Company is in the business of getting PPC leads and building the PPC leads. The company then resells them through marketing platforms and preferred relationships. Furthermore, the Company is building out systems and flows with a company called Verse. The Corporation agrees that it will not, during the term of this Agreement and for a period of [insert number] years thereafter, directly or indirectly compete with the Company by offering services that are substantially similar to the services provided by the Company or those that the Corporation has provided to the Company. Specifically, the Corporation agrees not to take on new clients with Verse, nor to use the same process that it used with Verse to build PPC leads.
EXCLUSIVE RIGHT TO RESELL:
The Company shall have the exclusive right to resell the Corporation’s FHA leads starting from the agreed date of the initial term of the agreement and until the end of the year 2023. The initial term of this agreement is from [day] of [month] Two Thousand and Twenty-Three (2023) until December 31, 2023, and may be extended upon mutual agreement if both parties deem the partnership to be successful. During the exclusive period, the Corporation’s existing customer base will be exempt from the Company’s campaign. This exemption will remain intact even if any of the Corporation’s customers move to another bank. All leads shall be processed through Verse. The exclusivity shall end on December 31, 2023.
MINIMUM PURCHASE REQUIREMENT:
The Company tentatively plans on a May 1st (5/1) launch date, and shall create its own payment processing system separate from the Corporation’s. Although the Company has not designated a minimum purchase requirement for lead purchases, its intent is a minimum $1,000 purchase per client per month.
TERM AND TERMINATION:
This Agreement shall remain in effect for a period of [insert number of years] from the Effective Date, unless earlier terminated by mutual written agreement of the Parties or upon the expiration of the term. The obligations of the Corporation with respect to Confidential Information shall survive any termination or expiration of this Agreement.
DISPUTE RESOLUTION:
In a case that the Parties cannot amicably resolve a dispute from this Agreement, the parties agree to resolve any such dispute or damage claim by mediation. The mediation proceeding shall be conducted in California, in accordance with the rules of the American Arbitration Association then in effect with one (1) Mediator to be selected by mutual agreement of the Parties.
REMEDIES:
The Corporation acknowledges and agrees that any breach of this Agreement will cause the Company irreparable harm, and that the Company shall be entitled to injunctive relief in addition to any other remedies available at law or in equity.
GOVERNING LAW:
This Agreement shall be governed by and construed in accordance with the laws of California without giving effect to its conflict of laws principles.
ENTIRE AGREEMENT:
This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, between the parties with respect to the subject matter hereof.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.
SIGNED by the parties: )
……………………………. ) _________________
(APPLICATION LEADS TECHNOLOGY – ) Signature
THE CORPORATION)
) )
AND
………………………………..
(RATES INCORPORATED– THE COMPANY) _________________
) Signature
)
)
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