MUTUAL NON-DISCLOSURE AGREEMENT
Effective Date: The date of electronic signature below.
Between:
Digital Forge Studios (“Disclosing Party”), a software development firm based in Kelowna, British Columbia, Canada, operated by Abdolah Pouriliaee;
AND
The individual or entity identified in the signature block below (“Receiving Party”).
Collectively referred to as the “Parties” and individually as a “Party.”
The Parties wish to explore a potential business relationship (the “Purpose”) and, in connection with the Purpose, may disclose to each other certain confidential and proprietary information. This Agreement sets forth the terms under which such disclosures will be made.
“Confidential Information” means any and all non-public information disclosed by either Party to the other Party, whether orally, in writing, electronically, or by inspection of tangible objects, including without limitation:
(a) Technical data, trade secrets, know-how, inventions, processes, techniques, algorithms, software (including source code and object code), designs, drawings, engineering, and hardware configuration;
(b) Business information, including business plans, financial information, customer lists, supplier lists, pricing strategies, marketing plans, and projections;
(c) Information relating to patent applications, whether filed or unfiled, and patent strategies;
(d) Product roadmaps, architecture documents, API specifications, database schemas, and deployment configurations;
(e) Any other information designated as “confidential,” “proprietary,” or with a similar legend at the time of disclosure.
Confidential Information does not include information that: (i) is or becomes publicly available through no fault of the Receiving Party; (ii) was known to the Receiving Party prior to disclosure, as evidenced by written records; (iii) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information; or (iv) is rightfully received from a third party without restriction on disclosure.
The Receiving Party agrees to:
(a) Hold the Confidential Information in strict confidence and not disclose it to any third party without the prior written consent of the Disclosing Party;
(b) Use the Confidential Information solely for the Purpose and not for any other purpose;
(c) Limit access to the Confidential Information to those of its employees, agents, or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those contained herein;
(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;
(e) Promptly notify the Disclosing Party upon discovery of any unauthorized use or disclosure of Confidential Information.
Nothing in this Agreement grants the Receiving Party any license, right, title, or interest in or to any Confidential Information, including any intellectual property rights therein. All Confidential Information remains the sole property of the Disclosing Party.
Nothing in this Agreement obligates either Party to enter into any further agreement or to proceed with any business relationship. Either Party may terminate discussions at any time.
Upon termination of this Agreement or upon the Disclosing Party’s written request, the Receiving Party shall promptly return or destroy all Confidential Information and any copies thereof, and shall certify such return or destruction in writing.
This Agreement shall remain in effect for a period of three (3) years from the Effective Date. The obligations of confidentiality shall survive termination of this Agreement for a period of two (2) additional years. For trade secrets, obligations continue for as long as the information remains a trade secret under applicable law.
The Parties acknowledge that unauthorized disclosure of Confidential Information may cause irreparable harm for which monetary damages may be an inadequate remedy. Accordingly, either Party may seek equitable relief, including injunction and specific performance, in addition to all other remedies available at law or in equity.
This Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein. The Parties submit to the exclusive jurisdiction of the courts of British Columbia.
This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior negotiations, representations, and agreements relating to this subject matter. This Agreement may not be amended except in writing signed by both Parties.
If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
This Agreement may be executed electronically. Electronic signatures, including those executed through the Digital Forge Studios website (dforge.ca), shall be deemed valid and binding with the same force and effect as original signatures.
By completing and submitting this form, you acknowledge that you have read, understood, and agree to be bound by the terms of this Mutual Non-Disclosure Agreement.