This Mutual Nondisclosure Agreement (“Agreement”) is between PitchDaddy.com including any and all PitchDaddy representatives, and any web user who’s uploaded content to pitchdaddy.com (or related sites owned or operated by PitchDaddy) for the Purpose of providing feedback on business, management and private concepts. The NDA is effective immediately.
BY USING OUR SITE YOU AGREE TO THE FOLLOWING:
1. Confidential Information – The term “Confidential Information” means all non- public, confidential or proprietary, existing or prospective, information – regarding the Purpose as stated in this Agreement -, whether written or oral, derived from or produced by the business and operations of a Party, and all confidential or proprietary information of a third party in the possession of a Party, and includes without limitation any and all trade secrets, techniques, discoveries, ideas, inventions, concepts, software in various states of development,
designs, drawings, images, specifications, data, diagrams, research, tools, financial information, economic and financial analyses, processes, strategic plans and analyses, marketing and advertising techniques and materials or plans, customer and vendor names, new product launches, price lists or policies, sales data, employee files, and training materials, and all record bearing media containing or disclosing such information. All such non-public confidential or propriety information will be treated as Confidential Information regardless of whether marked or identified as Confidential Information.
2. Avoiding Disclosure – The Party receiving Confidential Information (“Receiving Party”) will take all reasonable measures to avoid disclosure, dissemination, or unauthorized or improper use of the Confidential Information disclosed by the other (“Disclosing Party’), including, at a minimum those measures that it takes to protect its own Confidential Information of a similar nature (provided that such measures are consistent with at least a reasonable degree of care).
If the Receiving Party loses or makes an unauthorized disclosure of the Disclosing Party’s Confidential Information, it will notify the Disclosing Party immediately and use immediate and commercially reasonable efforts to retrieve the lost or wrongfully disclosed Confidential Information.
The failure of a Party to enforce its rights in the case of any breach of this Agreement will not be construed to constitute a waiver of its rights with respect to any subsequent breach.
3. Non-Confidential Information – The term Confidential Information does not include information that:
- has been, or becomes, publicly available or is now, or in the future, in the public domain in each case without breach of this Agreement or breach of a similar agreement by a third party;
- prior to disclosure hereunder, is properly within the legitimate possession of the Receiving Party without obligation of confidentiality which can be verified by independent evidence;
- subsequent to disclosure hereunder, is lawfully received from a third party having rights therein without restriction of the third party’s or the Receiving Party’s rights to disseminate the information and without notice of any restriction against its further disclosure; or
- is independently developed by the Receiving Party through persons who have not used or had access to, either directly or indirectly, such Confidential Information which can be verified by independent evidence.
4. “Need To Know” – Confidential Information will not, without prior written consent of the Disclosing Party, be disclosed to any person or entity other than employees, accountants, legal advisors, Affiliates or subcontractors of the Receiving Party who have a bona fide verifiable need to know the Confidential Information to achieve the Purpose. The Receiving Party will ensure that all such entities and personnel are familiar with and comply with the terms of this Agreement. “Affiliate” means an entity controlled by or under common control with a Party
5. Export Controls – The Parties will comply with all Dutch export controls law to the extent applicable to the transfer of Confidential Information.
6. Ownership & Use Restrictions – All Confidential Information of the Disclosing Party will remain its sole and exclusive property. The Receiving Party will only use Confidential Information it receives for the intended Purpose, and will not use it in a manner that benefits the Receiving Party alone or any third party. No present or future patent, copyright, trademark, or other intellectual property right, and no right title or interest of any kind is licensed, granted, transferred or otherwise conveyed by this Agreement with respect to the Confidential Information. The Receiving Party will not reverse-engineer, decompile, or disassemble any software disclosed under this Agreement and will not remove, overprint, or change any notice, including as to ownership or confidentiality from any originals or copies of Confidential Information.
7. Return or Destruction upon Termination – Upon the earlier of (a) receipt of written notice from the Disclosing Party, (b) termination of this Agreement, or (c) expiration of the term of this Agreement, the Receiving Party will immediately cease using and return to the Disclosing Party, or at the option of the Disclosing Party, destroy all written, tangible or otherwise accessible material in any form containing or reflecting any Confidential Information of the Disclosing Party.
8. No Obligation – Nothing in this Agreement imposes any obligation upon either Party to consummate a transaction, to enter into any discussion or negotiations with respect thereto.
9. Required Disclosure – If the Receiving Party is requested by any court, tribunal or governmental entity, or otherwise required by law to disclose any Confidential Information, it will promptly notify the Disclosing Party in advance to give the Disclosing Party an opportunity to seek a protective order or take other appropriate action.
10. Term – Unless extended by mutual written consent of both Parties, this Agreement will expire one (1) year from the Effective Date. Either Party may terminate this Agreement at any time by delivering written notice to the other Party fifteen (15) days prior to termination date. All obligations to maintain the confidentiality of the Confidential Information will survive and continue for five (5) years following termination or expiration of this Agreement.
11. No Restrictions on Development – The Disclosing Party acknowledges that the Receiving Party may currently or in the future be developing information internally, or receiving information from other parties that is similar to the Confidential Information provided by the Disclosing Party and that the Receiving Party may be exploring opportunities with others similar to the Purpose. Nothing in this Agreement will be construed as a representation or agreement that the Receiving Party will not develop, or have developed for it, products, concepts, systems or techniques that are similar to or compete with the products, concepts, systems, or techniques contemplated by the Purpose or embodied in the Confidential Information, or explore such similar opportunities with other parties, provided that the Receiving Party does not violate any of its obligations under this Agreement.
12. Injunctive Relief – Nothing in this Agreement prohibits the Disclosing Party from seeking specific performance, injunctive, other equitable relief, and/or damages as a remedy for a breach of this Agreement or threatened breach.
13. No Publicity – Neither Party hereto will disclose, publicize or advertise in any manner the existence of this Agreement, the discussions that give rise to it, or the discussions or negotiations covered by it without the prior written consent of the other Party. In addition neither party shall disclose details related to demonstration and evaluation data.
14. Choice Of Law/Jurisdiction – This Agreement will be governed by and construed in accordance with the laws of the Netherlands without regard to its choice of law provisions. In any action brought to enforce any provisions of this Agreement or for breach of this Agreement, the prevailing Party will be entitled to recover its costs including reasonable attorneys fees.
15. Validity – If any provision of this Agreement is found to be illegal or unenforceable, that will not affect the other provisions of this Agreement, which can be given effect without it. Neither this Agreement nor any right granted hereunder are assignable or otherwise transferable.
16. This Agreement may be executed in counterparts via facsimile or other electronic means.
Your use of www.pitchdaddy.com and/or related (Typeform) sites, always falls under this NDA. Uploading documents and/or paying for services offered on this platform constitutes your explicit agreement to the terms listed above.