PLEASE READ THE FOLLOWING MUTUAL NON-DISCLOSURE AGREEMENT CAREFULLY. BY SUBMITTING AN APPLICATION AND USING OUR SERVICES, YOU HEREBY AGREE TO BE BOUND BY THE TERMS AND ALL TERMS INCORPORATED HEREIN BY REFERENCE. IT IS THE RESPONSIBILITY OF YOU, THE APPLICANT, CLIENT, OR PROSPECTIVE CLIENT, TO READ THE TERMS AND CONDITIONS BEFORE PROCEEDING TO SUBMIT THE APPLICATION. IF YOU DO NOT EXPRESSLY AGREE TO ALL OF THE TERMS AND CONDITIONS, THEN PLEASE DO NOT SUBMIT THE APPLICATION. THIS TERMS OF SERVICE AGREEMENT IS EFFECTIVE AS OF 01/01/2022.
MUTUAL NON-DISCLOSURE AGREEMENT
The following MUTUAL NON-DISCLOSURE AGREEMENT (“Agreement”) is a legally binding agreement that shall govern the relationship of Credit Line Capital , LLC, a Florida Limited Liability Company, located at 6421 N Florida Ave. Suite D-733, Tampa, FL 33604 along with its subsidiaries and affiliates (“CreditLine”), and its applicants, clients, or prospective clients, (“Applicant”) hereinafter individually referred to as (the “Party”) or collectively as (the “Parties). The parties desire to exchange certain information to evaluate a possible business relationship. The parties to this Agreement agree that the following terms and conditions apply when a party (“Disclosing Party”) discloses information that it considers proprietary and confidential (“Confidential Information”) to the other (“Receiving Party”).
1. Confidential Information and Materials
Confidential Information shall include, but is not limited to: trade secrets, ideas, patents pending, processes, formulas, materials, methods, data, sources of supplies, technology, research, know-how, improvements, discoveries, developments, designs, inventions, techniques, marketing plans, forecasts, new product information, unpublished financial statements, budgets, business plans, business strategies, projections, prices, costs, customer lists, marketing information, and confidential information disclosed orally and in written form. Confidential information disclosed orally or visually, in order to be subject to this Agreement, shall be identified to the receiving Party orally at the time of disclosure and in writing within thirty (30) days after such oral or visual disclosure. Confidential Information shall not include any information that: (i) is or subsequently becomes publicly available without Receiving Party’s breach of any obligation owed to Disclosing Party; (ii) can be established by Receiving Party that it was known by Receiving Party prior to Disclosing Party’s disclosure of such information to Receiving Party, provided that Receiving Party notifies Disclosing Party in writing within fifteen (15) days after such disclosure identifying specifically every portion of the Confidential Information which Receiving Party claims to have known and, if disputed, provides written proof thereof; or (iii) can be established by written proof by Receiving Party that it became known to Receiving Party from a source other than Disclosing Party other than by the breach of an obligation of confidentiality owed to Disclosing Party.
2. Restrictions
Receiving Party shall use the Confidential Information for the sole purpose of evaluating a possible business relationship with Disclosing Party (the “Purpose”). Receiving Party shall not use the Confidential Information for its own benefit in competition with the Disclosing Party and shall not disclose, directly or indirectly, any Confidential Information to third parties except to Receiving Party’s employees and consultants as provided below. However, Receiving Party may disclose Confidential Information in accordance with a judicial or other governmental order, provided Receiving Party shall give Disclosing Party reasonable notice prior to such disclosure and shall comply with any applicable protective order or equivalent.
Receiving Party shall take reasonable security precautions, at least as great as the precautions it takes to protect its own confidential information, but in no event less than reasonable care, to keep the Confidential Information confidential. Receiving Party agrees to segregate all such Confidential Information from the confidential materials of others in order to prevent commingling. Receiving Party may disclose the Confidential Information only to those employees and consultants of Receiving Party who (i) are actually involved in the evaluation of a possible business relationship with Disclosing Party, (ii) need access to the Confidential Information in connection with such evaluation, and (iii) are subject to an obligation to keep the Confidential Information confidential in accordance with the terms of this Agreement. Receiving Party shall require that all employees and consultants having access to the Confidential Information sign a confidentiality agreement obligating them to keep the Confidential Information confidential and to use the Confidential Information only as permitted by this Agreement.
The terms of this Agreement shall be binding on all employees and consultants of Receiving Party to whom any Confidential Information is disclosed under this Agreement, each of whom shall observe and be bound by all of the obligations of confidentiality herein, including but not limited to the restrictions on use and nondisclosure set forth in this Section 2. The parties shall be liable for acts of third parties who obtain the Confidential Information from them. The restrictions on use and disclosure of the Confidential Information contained herein shall continue in effect for so long as the Confidential Information remains confidential and proprietary to Disclosing Party under applicable law.
3. Rights and Remedies
Receiving Party shall notify Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information, or any other breach of this Agreement by Receiving Party, and will cooperate with Disclosing Party in every reasonable way to help Disclosing Party regain possession of the Confidential Information and prevent its further unauthorized use. Receiving Party shall return all originals, copies, reproductions and summaries of Confidential Information at Disclosing Party’s request, or at Disclosing Party’s option, certify destruction of the same. Receiving Party acknowledges that monetary damages may not be a sufficient remedy for unauthorized disclosure of Confidential Information and that Disclosing Party shall be entitled, without waiving any other rights or remedies, to such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction. In addition, if the provisions of this Agreement are breached by Receiving Party or anyone given access to the Confidential Information by or through Receiving Party, Receiving Party agrees to indemnify and hold harmless Disclosing Party from and against any resulting loss, cost, damage or expense undertaken, paid, awarded, assessed, incurred or suffered by Disclosing Party. In a dispute arising out of this agreement, the prevailing party shall be entitled to reasonable attorney fees and expenses.
4. Miscellaneous
All Confidential Information shall remain the property of Disclosing Party. By disclosing the Confidential Information to Receiving Party, and by Receiving Party’s use, evaluation, manipulation or other action regarding the Confidential Information in furtherance of the Purpose, Disclosing Party does not grant any express or implied right to Receiving Party to or under Disclosing Party’s patents (issued or pending), copyrights, trademarks, trade secrets or other Confidential Information, or in any modification, derivation, enhancement or improvement thereof (all of which shall remain the exclusive property of the Disclosing Party). The obligations of this Agreement with respect to confidentiality, nonuse and nondisclosure shall expire three (3) years from the date of expiration of this Agreement.
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. It shall not be modified except by a written agreement dated subsequent to the date of this Agreement and signed by both parties. No alteration, amendment, waiver, cancellation or any other change in any term or condition of this Agreement shall be valid or binding on either party unless mutually assented to in writing by authorized representatives of both parties. No waiver of any provision of this Agreement shall constitute a waiver of any other provision of this Agreement, whether or not similar, nor shall such waiver constitute a continuing waiver unless otherwise expressly so provided in writing. If either party employs attorneys to enforce any rights arising out of or relating to this Agreement, the prevailing party shall be entitled to recover reasonable attorneys’ fees. This Agreement shall be construed and determined in accordance with the internal laws of the State of Florida, without regard to its conflict of laws principles. Both parties agree that the exclusive jurisdiction for any action or proceeding arising out of or related to this Agreement shall be in any federal or state court situated in the State of Florida, and by execution of this Agreement, both parties irrevocably consent to such exclusive jurisdiction and to the proper venue therein. Neither party may assign this Agreement, in whole or in part, without the prior written consent of the other party. Subject to the limitations set forth in this Agreement, this Agreement will inure to the benefit of and be binding upon the parties and their respective successors and assigns. If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect, the provision in question may be replaced by the lawful provision that most nearly embodies the original intention of the parties and this Agreement shall in any event otherwise remain valid and enforceable. All obligations created by this Agreement shall survive change or termination of the parties’ business relationship.
EFFECTIVE DATE: 1/1/2023
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