NON-DISCLOSURE AGREEMENT (NDA)

February 24, 2024

Elliot Draft – NDA Agreement – Account Manager

 

 

NON-DISCLOSURE AGREEMENT (NDA)

 

This Non-Disclosure Agreement (“Agreement”) is made and entered into as of [DATE] by and between  KKKK Group LLC, a limited liability Company, whose address is at ZZZZ ( “Company”) and [ACCOUNT MANAGER NAME] (“Account Manager”) also individually referred to as “Party” and collectively referred to as “Parties”.

 

WHEREAS, KKKK has proprietary and confidential information, including but not limited to investment strategies, proprietary software, customer data, and financial information, which it desires to keep confidential;

 

WHEREAS, Account Manager desires to perform day trading management services for KKKK, which may require access to such proprietary and confidential information;

 

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 hereto agree as follows:

 

CONFIDENTIALITY

 

The Parties acknowledge that in connection with the Account Manager’s services, they may receive or have access to Confidential Information (as defined below). The Account Manager agrees to use the Confidential Information only in connection with the performance of their services and shall  not disclose the Confidential Information to any third party, except as permitted under this Agreement or with the prior written consent of the Company.

 

Confidential Information means any information that is disclosed by or on behalf of the Company, whether orally, in writing, or by inspection of tangible objects, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes but is not limited to information about the Company’s business, operations, clients, suppliers, financial information, and trading strategies.

 

The Account Manager agrees to keep the Confidential Information confidential and to use such information solely for the purpose of fulfilling their obligations under this Agreement. The Account Manager shall not disclose the Confidential Information to any third party without the prior written consent of the Company, and shall take all necessary measures to protect the Confidential Information from unauthorized use or disclosure. The obligations set forth in this section will not apply to any Confidential Information that:

 

(a) is or becomes generally known to the public through no fault of the Account Manager;

 

(b) was in the Account Manager’s possession or known by the Account Manager prior to receipt from the Company, without a breach of any obligation to the Company;

 

  1. c) is rightfully received by the Account Manager from a third party without a breach of any obligation to the Company; or

 

(d) is independently developed by the Account Manager without use of or reference to the Confidential Information.

 

Upon termination of this Agreement or at the Company’s request, the Account Manager shall  promptly return to the Company all Confidential Information and all copies, extracts, or other reproductions of the Confidential Information, whether in written, electronic, or other form. The Parties acknowledge and agree that any unauthorized disclosure or use of Confidential Information may cause irreparable harm to the disclosing Party, for which monetary damages may be inadequate. Therefore, the Account Manager agrees to maintain the confidentiality of the Confidential Information and to use such information solely for the purpose of fulfilling its obligations under this Agreement. The Company shall be entitled to seek injunctive and/or equitable relief to enforce the provisions of this Agreement without the need to post bond or prove actual damages.

 

CONSENT

 

The Account Manager acknowledges and agrees that they shall not use any traders without the prior written consent of the Company. The Account Manager shall promptly notify the Company in writing of any traders they wish to use, and shall provide the Company with all relevant information regarding such traders upon request. The Company shall have sole discretion to grant or withhold its consent, and may impose any conditions on such consent as it deems necessary in its sole discretion.

 

If the Company grants its consent, the Account Manager shall use such traders solely for the purposes of providing day trading services for the Company. The Account Manager shall ensure that any traders they use comply with all applicable laws, regulations, and policies, and shall be solely responsible for any and all acts or omissions of such traders.

 

The Account Manager shall obtain written consent from the Company before using any new traders, and shall not use any traders for which the Company has not granted its consent. The Company may revoke its consent at any time in its sole discretion, and the Account Manager shall immediately cease using any traders for which the Company has revoked its consent.

 

The obligations of the Account Manager under this Section shall survive the termination of this Agreement for any reason. The Account Manager acknowledges that any breach of this Section may cause irreparable harm to the Company for which monetary damages may not be an adequate remedy, and the Company shall be entitled to seek injunctive relief, in addition to any other rights or remedies available to it at law or in equity.

 

TERMINATION

 

Either Party may terminate this Agreement at any time by giving written notice to the other Party. Upon termination, all obligations of the Account Manager under this Agreement shall immediately cease, except for those obligations that by their nature should survive termination, including but not limited to the confidentiality, indemnification, and limitation of liability provisions. The termination of this Agreement shall not relieve the Account Manager of any liability incurred prior to termination.

 

In the event of termination, any tri-party agreements that the Account Manager may have entered into with Amzonite and any third party shall automatically become null and void, and this Agreement shall  continue as a dual-party agreement between the remaining parties. The termination of this Agreement shall not affect the rights and obligations of the parties under any such tri-party agreements prior to the termination.

 

 

GROSS MISCONDUCT

 

The Account Manager acknowledges that they are obligated to act in good faith and in the best interests of the Company and its traders. The Account Manager reserves the right to make direct contact with the traders if gross misconduct occurs. “Gross Misconduct” shall mean any fraudulent activity, misrepresentation, breach of fiduciary duty, theft, or other wrongful conduct committed by the traders.

 

If the Account Manager becomes aware of any gross misconduct by a trader, they shall immediately notify the Company in writing and provide all relevant details regarding such conduct. The Account Manager shall fully cooperate with the Company in any investigation and provide all necessary assistance and information.

 

The Company shall have the right to take any necessary action in response to such gross misconduct, including but not limited to terminating the use of the trader, reporting the conduct to relevant authorities, and pursuing legal action against the trader. The Company may, at its sole discretion, determine the appropriate action to be taken in response to such misconduct, and the Account Manager shall comply with such action.

 

The Account Manager shall not be held liable for any actions taken by the Company in response to gross misconduct committed by a trader, provided that the Account Manager acted in good faith and in compliance with this Agreement. The Company shall indemnify and hold the Account Manager harmless from any claims, damages, or expenses arising from or related to any actions taken by the Company in response to gross misconduct committed by a trader.

 

In the event of any gross misconduct by the Account Manager, as determined by the Company  in its sole discretion, this Agreement shall be immediately terminated, and any other agreements entered into by the Account Manager with the Company  shall also be terminated. The termination of this Agreement shall not relieve the Account Manager of any liability incurred prior to termination. Any tri-party agreements that the Account Manager may have entered into with the Company  shall automatically be null and void and will continue as a  dual-party agreement between the remaining parties. The Company  reserves the right to pursue any legal remedies available to it in the event of gross misconduct by the Account Manager, including but not limited to recovery of any losses or damages incurred by the Company  as a result of such misconduct.

 

REMEDIES

 

The Company shall be entitled to seek injunctive relief to enforce the provisions of this Agreement without the need to post bond or prove actual damages in the event of any unauthorized disclosure or use of Confidential Information by the Account Manager. The Company shall also be entitled to pursue any other legal or equitable remedies available to it under applicable law, including but not limited to monetary damages.

 

 

MISCELLANEOUS

 

  1. Entire Agreement

This Agreement constitutes the entire agreement between the Parties hereto and supersedes all prior and contemporaneous negotiations, understandings, discussions and agreements between the Parties hereto, whether written or oral.

 

 

 

  1. Binding

This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective heirs, executors, administrators, successors, and assigns.

 

  1. Amendment

This Agreement may not be amended, modified, or waived, except in writing signed by both Parties hereto.

 

  1. Governing Laws and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the State of [INSERT STATE].

 

Any legal action arising out of or relating to this Agreement shall be brought in the courts, federal and state of the state of [INSERT STATE], and the Parties consent to the exclusive jurisdiction of such courts.

 

  1. Dispute Resolution

Any dispute arising under or in connection with this Agreement shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association.

 

 

 

IN WITNESS WHEREOF, the Parties have duly executed this Agreement by their authorized representatives.

 

 

 

 

KKKK  GROUP LLC

 

Signature

 

By: ___________________________

Name: _________________________

Title: __________________________

Date: ……………………….

 

AND

 

(NAME OF ACCOUNT MANAGER)

 

Signature

 

By: ___________________________

Name: _________________________

Title: __________________________

Date: ……………………….

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