NON-DISCLOSURE AGREEMENT
This Non-Disclosure Agreement ("Agreement") is made and entered into on this 09/10/24 by and between:
Quantum Capital Research Group ("Disclosing Party") and website user ("Receiving Party").
The Disclosing Party and the Receiving Party may be referred to collectively as the "Parties" or individually as a "Party."
1. Purpose
The Disclosing Party may disclose certain confidential and proprietary information to the Receiving Party for the purpose of discussing and evaluating a potential business relationship, investment opportunity, or any other matter related to Quantum Capital Research Group's business ("Purpose"). This Agreement sets forth the obligations of confidentiality and non-disclosure concerning that information.
2. Definition of Confidential Information
For the purpose of this Agreement, "Confidential Information" means all information provided by the Disclosing Party to the Receiving Party, whether oral, written, electronic, or in any other form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. This includes, but is not limited to:
Financial data, reports, or projections
Business strategies, plans, and models
Research, analysis, and methodologies
Trade secrets and intellectual property
Client lists, contracts, and pricing information
Any other proprietary or non-public business information
Confidential Information does not include information that:
a. Is or becomes publicly available through no breach of this Agreement;
b. Was known to the Receiving Party before its disclosure by the Disclosing Party;
c. Is disclosed to the Receiving Party by a third party who has no duty of confidentiality to the Disclosing Party; or
d. Is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.
3. Obligations of the Receiving Party
The Receiving Party agrees to:
a. Use the Confidential Information only for the Purpose stated in this Agreement;
b. Protect the confidentiality of the Confidential Information with the same degree of care that it uses to protect its own confidential information, but in no event less than reasonable care;
c. Not disclose any Confidential Information to any third party without the prior written consent of the Disclosing Party, except to employees, agents, or contractors of the Receiving Party who need to know the information for the Purpose and are bound by confidentiality obligations no less restrictive than those in this Agreement;
d. Take all reasonable steps to prevent the unauthorized disclosure or use of the Confidential Information.
4. Return or Destruction of Information
Upon the Disclosing Party’s request or upon the termination of this Agreement, the Receiving Party shall promptly return or destroy all Confidential Information, including any copies or reproductions, in any form. Upon request, the Receiving Party shall certify in writing that all such materials have been returned or destroyed.
5. No License
Nothing in this Agreement grants the Receiving Party any rights in or to the Disclosing Party's Confidential Information, except for the limited right to use such information solely for the Purpose. No license or other rights to intellectual property are granted by this Agreement.
6. Term
This Agreement will commence on the date first written above and will remain in effect for [two (2) years] from the date of disclosure of the Confidential Information, unless extended or terminated in writing by the Disclosing Party.
7. Legal Obligations
If the Receiving Party is required by law, regulation, or court order to disclose any Confidential Information, it shall provide the Disclosing Party with prompt written notice of such request or order to allow the Disclosing Party to seek an appropriate protective order or other remedy. The Receiving Party shall only disclose the portion of the Confidential Information that is legally required and will use its best efforts to obtain confidential treatment for any such information disclosed.
8. No Warranty
The Disclosing Party provides the Confidential Information "as is" and makes no warranties, express or implied, regarding the accuracy, completeness, or fitness for a particular purpose of the Confidential Information.
9. Remedies
The Parties agree that any unauthorized use or disclosure of the Confidential Information may cause irreparable harm to the Disclosing Party. Therefore, in addition to any other remedies available at law or equity, the Disclosing Party is entitled to seek injunctive relief to prevent such unauthorized use or disclosure.
10. Miscellaneous
a. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law principles.
b. Entire Agreement: This Agreement constitutes the entire understanding between the Parties with respect to the subject matter hereof and supersedes all prior discussions or agreements regarding the same.
c. Amendment: This Agreement may not be amended except by a written instrument signed by both Parties.
d. Severability: If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
e. No Waiver: The failure of either Party to enforce any right under this Agreement shall not constitute a waiver of that right or of any future rights under this Agreement.