LIFTOFF ENTERPRISES
Mutual Non-Disclosure Agreement
This is a mutual non-disclosure agreement between Liftoff Enterprises LLC and the undersigned party. Please complete the form below, review the terms, and sign electronically. Both parties will receive a copy via email upon submission.
Your Information
MUTUAL NON-DISCLOSURE AGREEMENT
Liftoff Enterprises LLC & Counterparty
Effective Date:
This Mutual Non-Disclosure Agreement (“Agreement”) is entered into as of the date last signed below (the “Effective Date”) by and between Liftoff Enterprises LLC, a Delaware limited liability company (“Liftoff”), and the entity or individual identified in the signature block below (“Counterparty”). Liftoff and Counterparty are each a “Party” and collectively the “Parties.”
1. Purpose
The Parties wish to explore a potential business relationship (the “Purpose”) and, in connection therewith, each Party may disclose certain Confidential Information to the other Party.
2. Definition of Confidential Information
“Confidential Information” means any and all non-public, proprietary, or confidential information disclosed by either Party (the “Disclosing Party”) to the other Party (the “Receiving Party”), whether orally, in writing, electronically, or by inspection of tangible objects, including but not limited to:
- Business plans, strategies, financial information, and projections
- Customer lists, vendor relationships, and pricing structures
- Technical data, trade secrets, know-how, inventions, and processes
- Marketing plans, content strategies, and proprietary methodologies
- Software, algorithms, designs, and product development information
- Any information that is marked “confidential” or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure
3. Exclusions from Confidential Information
Confidential Information does not include information that:
- (a) Is or becomes publicly available through no fault of the Receiving Party;
- (b) Was in the Receiving Party’s lawful possession before disclosure by the Disclosing Party;
- (c) Is lawfully obtained by the Receiving Party from a third party without restriction on disclosure;
- (d) Is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.
4. Obligations of the Receiving Party
The Receiving Party shall: (a) hold the Disclosing Party’s Confidential Information in strict confidence; (b) not disclose any Confidential Information to third parties without the prior written consent of the Disclosing Party; (c) use the Confidential Information solely for the Purpose; and (d) protect the Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.
5. Permitted Disclosures
The Receiving Party may disclose Confidential Information to its employees, contractors, advisors, and agents (“Representatives”) who (a) have a need to know for the Purpose, and (b) are bound by confidentiality obligations at least as restrictive as those set forth herein. The Receiving Party shall be responsible for any breach of this Agreement by its Representatives.
6. Compelled Disclosure
If the Receiving Party is compelled by law, regulation, or court order to disclose Confidential Information, it shall (a) provide prompt written notice to the Disclosing Party (to the extent legally permitted) to allow the Disclosing Party to seek a protective order, and (b) disclose only that portion of the Confidential Information that is legally required to be disclosed.
7. Return or Destruction of Materials
Upon the Disclosing Party’s written request or upon termination of this Agreement, the Receiving Party shall promptly return or destroy all copies of the Disclosing Party’s Confidential Information in its possession or control, and shall certify such return or destruction in writing upon request.
8. No License or Obligation
Nothing in this Agreement grants either Party any license or right to the other Party’s Confidential Information, intellectual property, or proprietary rights. Neither Party is obligated to enter into any further agreement or transaction with the other Party.
9. Term and Termination
This Agreement shall remain in effect for a period of two (2) years from the Effective Date, unless terminated earlier by either Party upon thirty (30) days’ written notice to the other Party. The obligations of confidentiality shall survive termination for a period of three (3) years following termination or expiration of this Agreement.
10. Remedies
Each Party acknowledges that a breach of this Agreement may cause irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, in addition to any other remedies available at law or in equity, the non-breaching Party shall be entitled to seek injunctive or other equitable relief without the requirement of posting a bond.
11. No Warranty
ALL CONFIDENTIAL INFORMATION IS PROVIDED “AS IS.” NEITHER PARTY MAKES ANY WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE ACCURACY OR COMPLETENESS OF ITS CONFIDENTIAL INFORMATION.
12. Governing Law and Venue
This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles. Any dispute arising under this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in the State of Delaware.
13. Entire Agreement; Amendments
This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter. This Agreement may only be amended by a written instrument signed by both Parties.
14. Severability
If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.
15. Counterparts and Electronic Signatures
This Agreement may be executed in counterparts, each of which shall be deemed an original. The Parties agree that electronic signatures shall have the same legal effect as original ink signatures and that this Agreement may be executed and delivered electronically.
Signatures
Liftoff Enterprises LLC
Counterparty
NDA Submitted Successfully
A copy of this signed Mutual Non-Disclosure Agreement has been sent to Liftoff Enterprises and to the email address you provided. Both parties now have a fully executed copy.
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