This Mutual Non-Disclosure and Confidentiality Agreement (this “Agreement”) is entered into as of the date of execution or, in the case of electronic acceptance via the Acquisitions LLC website or onboarding process, as of the date on which the disclosing party first shares Confidential Information with Acquisitions LLC (the “Effective Date”), by and between Acquisitions LLC, a limited liability company organized and existing under the laws of the Commonwealth of Virginia, with its principal place of business at 14325 Willard Rd, Suite 100A, Chantilly, VA 20151 (hereinafter “Acquisitions LLC” or the “Company”), and the individual, entity, or organization accessing the Site or engaging the Services of the Company (hereinafter the “Counterparty,” and together with Acquisitions LLC, the “Parties,” and individually a “Party”).
RECITALS
WHEREAS, the Parties desire to explore, evaluate, or engage in a potential or ongoing business relationship, advisory engagement, investment discussion, acquisition transaction, franchise or Launchpad model discussion, or any other professional interaction (collectively, the “Business Purpose”);
WHEREAS, in connection with the Business Purpose, each Party may disclose to the other certain non-public, proprietary, and confidential information;
WHEREAS, the Parties wish to protect such information from unauthorized use or disclosure;
NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows.
- DEFINITION OF CONFIDENTIAL INFORMATION
“Confidential Information” means any and all non-public information, data, materials, or knowledge, whether disclosed orally, in writing, electronically, graphically, or by any other means, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of its disclosure, including but not limited to the following categories.
Business and financial information, including but not limited to business plans, financial statements, projections, revenue figures, cost structures, pricing strategies, profit margins, capitalization tables, investment terms, valuation analyses, funding requirements, and cash flow models.
Strategic and operational information, including but not limited to acquisition targets, deal pipelines, market entry strategies, competitive analyses, growth roadmaps, operational systems, franchise or Launchpad model frameworks, supply chain details, vendor relationships, and client or customer lists.
Intellectual property and proprietary materials, including but not limited to trade secrets, proprietary methodologies, advisory frameworks, brand development strategies, marketing plans, software systems, training materials, and any other materials that derive independent economic value from not being generally known or readily ascertainable.
Personnel and organizational information, including but not limited to information about employees, contractors, compensation structures, organizational charts, and internal management systems.
Client and counterparty information, including but not limited to information about any clients, investors, acquisition targets, or third-party partners that is disclosed in connection with the Business Purpose.
Transaction-specific information, including but not limited to the existence, terms, and structure of any contemplated or ongoing transaction, engagement, or strategic arrangement between the Parties.
Any other information that a reasonable person in the same industry and circumstances would understand to be proprietary or confidential. - EXCLUSIONS FROM CONFIDENTIAL INFORMATION
The obligations set forth in this Agreement shall not apply to information that the Receiving Party can demonstrate by competent written evidence: (a) is or becomes publicly available through no fault, breach, or wrongful act of the Receiving Party; (b) was rightfully known to the Receiving Party prior to disclosure by the Disclosing Party, without restriction; (c) is independently developed by the Receiving Party without reference to or use of the Disclosing Party’s Confidential Information; (d) is lawfully received from a third party who had the right to disclose such information without restriction; or (e) is required to be disclosed pursuant to applicable law, court order, regulatory requirement, or lawful government demand, provided that the Receiving Party gives the Disclosing Party prompt prior written notice of such requirement to the extent permitted by law, cooperates with the Disclosing Party’s efforts to seek a protective order or other appropriate relief, and discloses only that portion of the Confidential Information that is legally required to be disclosed. - OBLIGATIONS OF THE RECEIVING PARTY
Each Party, in its capacity as the party receiving Confidential Information from the other (the “Receiving Party”), agrees to the following obligations.
The Receiving Party shall hold all Confidential Information of the other Party (the “Disclosing Party”) in strict confidence and shall take all reasonable measures to protect the Confidential Information from disclosure, using at a minimum the same degree of care it applies to its own confidential information, but in no event less than a reasonable standard of care.
The Receiving Party shall use the Confidential Information solely and exclusively for the Business Purpose and shall not use it for any other purpose whatsoever, including but not limited to competitive intelligence, product development, client solicitation, investment decisions unrelated to the Business Purpose, or any purpose that may cause harm or competitive disadvantage to the Disclosing Party.
The Receiving Party shall disclose Confidential Information only to its employees, contractors, advisors, or representatives who have a bona fide need to know such information for the Business Purpose, who have been informed of the confidential nature of the information, and who are bound by confidentiality obligations at least as protective as those set forth in this Agreement.
The Receiving Party shall not copy, reproduce, summarize, or reverse engineer any Confidential Information except as strictly necessary for the Business Purpose.
The Receiving Party shall promptly notify the Disclosing Party in writing upon becoming aware of any unauthorized use, disclosure, or misappropriation of Confidential Information, and shall cooperate fully with the Disclosing Party in any investigation or remedial action arising from such incident. - MUTUAL OBLIGATIONS
This Agreement imposes mutual obligations on both Parties. Each Party shall serve, in turn, as both a Disclosing Party and a Receiving Party depending on the nature and direction of any given disclosure. Neither Party shall have any greater or lesser obligation to the other by virtue of the volume, sensitivity, or nature of the Confidential Information it discloses. - OWNERSHIP OF CONFIDENTIAL INFORMATION
All Confidential Information disclosed by a Disclosing Party shall remain the sole and exclusive property of that Disclosing Party. Nothing in this Agreement shall be construed to grant the Receiving Party any license, right, title, or interest in or to any Confidential Information, whether by implication, estoppel, or otherwise.
The disclosure of Confidential Information under this Agreement shall not constitute a representation, warranty, or guarantee of any kind as to the accuracy, completeness, or fitness for any particular purpose of such information. The Disclosing Party shall not be liable for any errors or omissions in Confidential Information, nor for any reliance thereon by the Receiving Party. - RETURN OR DESTRUCTION OF CONFIDENTIAL INFORMATION
Upon the written request of the Disclosing Party, or upon the termination or expiration of this Agreement, the Receiving Party shall promptly, and in no event later than ten (10) business days following such request or termination, return to the Disclosing Party or destroy (at the Disclosing Party’s election) all documents, materials, files, or other records in any format that contain, reflect, incorporate, or are derived from the Disclosing Party’s Confidential Information, including all copies, summaries, extracts, and derivative works thereof.
The Receiving Party shall certify in writing, upon request, that it has complied with its obligations under this Section. Notwithstanding the foregoing, the Receiving Party may retain one archival copy of Confidential Information solely to evidence its obligations under this Agreement, subject to the continued application of all confidentiality obligations herein. - TERM AND DURATION OF CONFIDENTIALITY OBLIGATIONS
This Agreement shall commence on the Effective Date and shall remain in effect for a period of three (3) years from the Effective Date, unless earlier terminated by written agreement of both Parties. Either Party may terminate this Agreement upon thirty (30) days’ written notice to the other Party.
Notwithstanding termination of this Agreement, the Receiving Party’s confidentiality obligations with respect to trade secrets shall survive indefinitely, and the Receiving Party’s confidentiality obligations with respect to all other Confidential Information shall survive for a period of five (5) years from the date of termination, or such longer period as may be required by applicable law. - REMEDIES
Each Party acknowledges that a breach of this Agreement may cause the Disclosing Party irreparable injury for which monetary damages alone would not be an adequate remedy. Accordingly, in the event of a breach or threatened breach of this Agreement, the Disclosing Party shall be entitled to seek equitable relief, including injunctive relief and specific performance, without the requirement to post any bond or other security, in addition to any other rights and remedies available at law or in equity.
Nothing in this Section shall be construed to limit any remedy available to the Disclosing Party, and the Parties agree that all available remedies are cumulative and not exclusive. - NO LICENSE OR OBLIGATION TO TRANSACT
Nothing in this Agreement shall obligate either Party to proceed with any transaction, engagement, or business relationship. Each Party reserves the right, in its sole and absolute discretion, to decline to enter into or to discontinue any potential business arrangement at any time without liability to the other Party. No binding obligation with respect to any transaction shall arise from this Agreement or from any discussions between the Parties unless and until a separate definitive written agreement is duly executed by both Parties. - REPRESENTATION AND WARRANTIES
Each Party represents and warrants to the other that: (a) it has full authority to enter into this Agreement and to perform its obligations hereunder; (b) the execution and performance of this Agreement do not violate any agreement, obligation, or applicable law to which such Party is subject; and (c) any Confidential Information it discloses to the Receiving Party does not and will not violate any third-party intellectual property rights or confidentiality obligations. - COMPELLED DISCLOSURE
If the Receiving Party is required by applicable law, regulation, legal process, or order of a court or governmental authority to disclose any Confidential Information, it shall, to the extent permitted by law: (a) provide the Disclosing Party with prompt prior written notice of such requirement; (b) cooperate with the Disclosing Party in seeking a protective order or other appropriate remedy; and (c) disclose only the minimum amount of Confidential Information legally required. Any such disclosure shall not constitute a breach of this Agreement, provided that the Receiving Party complies with the obligations set forth in this Section. - GENERAL PROVISIONS
12.1 Entire Agreement
This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior discussions, representations, negotiations, understandings, and agreements, whether oral or written, relating to the protection of Confidential Information in connection with the Business Purpose.
12.2 Amendments
No amendment, modification, or waiver of any provision of this Agreement shall be valid or binding unless made in writing and duly signed by authorized representatives of both Parties.
12.3 Waiver
The failure of either Party to enforce any provision of this Agreement shall not be construed as a waiver of that Party’s right to enforce such provision or any other provision in the future. No waiver shall be effective unless made in writing.
12.4 Severability
If any provision of this Agreement is found to be unenforceable or invalid under applicable law, such provision shall be modified to the minimum extent necessary to make it enforceable, or, if modification is not possible, severed from this Agreement, and the remaining provisions shall continue in full force and effect.
12.5 Governing Law and Dispute Resolution
This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, United States of America, without regard to its conflict of law principles. Any dispute arising out of or relating to this Agreement that cannot be resolved amicably between the Parties shall be submitted to binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, with proceedings conducted in Fairfax County, Virginia. Notwithstanding the foregoing, either Party may seek equitable relief in any court of competent jurisdiction.
12.6 Assignment
Neither Party may assign its rights or obligations under this Agreement without the prior written consent of the other Party, except that Acquisitions LLC may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets. Any purported assignment in violation of this Section shall be null and void.
12.7 Counterparts and Electronic Acceptance
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. Electronic signatures, click-wrap acceptance, or digital acknowledgment through the Acquisitions LLC website or onboarding platform shall be deemed as valid and binding as original ink signatures.
12.8 Notices
All notices required or permitted under this Agreement shall be in writing and shall be deemed duly given when delivered by email with confirmation of receipt, by overnight courier, or by certified mail (return receipt requested) to the addresses set forth at the beginning of this Agreement or such other address as a Party may designate in writing.
12.9 Relationship of the Parties
Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, employment, or fiduciary relationship between the Parties. Each Party is an independent party and shall not have authority to bind the other in any manner.
ACKNOWLEDGMENT
By accessing the Site at https://acquisitionsllc.com/, submitting an inquiry form, booking a consultation, or otherwise engaging with Acquisitions LLC in a professional capacity, the Counterparty acknowledges that they have read and understood this Agreement in its entirety and agree to be bound by all of its terms and conditions as of the Effective Date.
Acquisitions LLC
14325 Willard Rd, Suite 100A, Chantilly, VA 20151, USA
Email: support@acquisitionsllc.com
Phone: +1 276-400-0051
Website: https://acquisitionsllc.com/