Deluxe Startup Partner NDA

THIS CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT (“Agreement”) is made and entered into this day of agreement execution (“Effective Date”) by and between Deluxe Startup LLC, a Florida limited liability Releasor whose principal address is 7901 4TH ST N STE 300, ST. PETERSBURG, FL 33702 (“Releasor”) and an individual or Recipient whose principal role is the (“Recipient”) will be digitally signing the Deluxe Startup Partner NDA. Both Releasor and Recipient are individually referred to as “Party” and collectively referred to as “Parties”.

WITHNESSETH
WHEREAS, Releasor is a duly registered company in the State of Florida that provides business development, technology, marketing, growth strategies, and auxiliary services to companies (“Business” or “Startup Packages”);

WHEREAS, Releasor has a legitimate business interest in Releasor’s “Business” and wishes to discuss certain confidential and proprietary information with Recipient with the view to potentially engage Recipient, or have Recipient engage Releasor in the furtherance of such “Business”;

WHEREAS, Releasor desires that Recipient be bound not only to the obligations of confidentiality and non-disclosure but also to the additional obligations of non-competition; non-solicitation, non-disparagement (“Restrictive Covenants”) in furtherance of such “Business”;

WHEREAS, Recipient acknowledges that Recipient will be held to the strictest standards when upholding the Restrictive Covenants set forth in this Agreement during initial discussions and potential negotiations and throughout eventual engagement with Releasor;

NOW THEREFORE, in consideration of the mutual covenants and promises made herein, including without limitation, covenants not to compete and to protect trade secrets, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree to be bound by the following terms and conditions.

TERMS AND CONDITIONS
1. Recitals. The above recitals are hereby incorporated by reference and made part of this Agreement.

2. Purpose. Parties are entering into this Agreement in order to conduct substantive discussions and for potential engagements in specific business venture(s), namely “Startup Packages”. Such potential engagements and transactions are to be subsequently memorialized in writing and executed by both Parties. Such engagements or transactions may include, but are in no way limited to, Recipient as an equity owner, strategic partners, independent contractor, vendor or equity owner and/or profit-sharing party with Releasor.

3. Subsequent Agreements. Recipient acknowledges, understands and fully agrees to execute any and all collateral confidentiality and non-disclosure agreements related to or arising out of discussions from this Agreement including agreements with business entities that are associated with or subsidiaries of Releasor. Recipient shall execute these agreements without unreasonable or unjustifiable delay.

4. Restrictive Covenants. In exchange for Releasor’s proprietary and confidential information, Recipient understands, consents to and agrees to be legally bound by the restrictive covenants within this Agreement, namely, confidentiality and non-disclosure, non-competition, non-solicitation, non-circumvention and non-disparagement.

5. Confidential Information. The term "Confidential Information" includes, but is not limited to, all information owned by Releasor and not generally known to the public or in the relevant trade or industry that is communicated orally, written, printed, electronically or any other form or medium, or which was learned, discovered, developed, conceived, originated, or prepared by Releasor, relating directly or indirectly to business processes, business systems, technical data, trade secrets, know-how, advice, consultations, proprietary information, current and prospective client lists, client instructions, assets, business operations, specifications, designs, plans, drawings, hardware, software, data, prototypes, designs, formulas, intellectual property, or other business and technical information belonging to Releasor or any client of Releasor, operational methods, economic and business analyses, models, strategies, and projections, promotion methods, trade show information and contacts, and other proprietary information relating to the business of Releasor and any and all other concepts, as such Confidential Information pertains personally to principals or other information that has independent economic value.

6. Non-Disclosure. Recipient agrees that at all times, Recipient shall have the obligation for the following: (a) hold the Confidential Information in the strictest of confidence; (b) not use the Confidential Information for any personal gain or for the benefit of Releasor’s competitors or any use that is detrimental to Releasor; (c) take all steps necessary to protect the Confidential Information from disclosure and to implement internal procedures to guard against such disclosure; (d) not disclose the fact that the Confidential Information has been made available or that discussions and negotiations are taking place or have taken place or any of its terms, conditions or other facts with respect to the transaction; and (e) not disclose or make available all or any part of the Confidential Information to any person, firm, corporation, association, or any other entity for any reason or purpose whatsoever, directly or indirectly, unless and until such Confidential Information becomes publicly available other than as a consequence of the breach by Recipient of their confidentiality obligations in this Agreement. (f) This section shall survive and continue after any expiration or termination of Recipient’s obligations to Releasor and shall bind Recipient’s employees, agents, representatives, successors, heirs, and assigns.

7. Exceptions to Confidential Information. Recipient shall not be restricted from disclosing or using Confidential Information that is the following: (a) was freely available in the public domain at the time it was communicated to Recipient by Releasor ; (b) subsequently came to the public domain through no fault of Recipient; (c) is in Recipient’s possession free of any obligation of confidence at the time it was communicated to Recipient by Releasor; (d) is independently developed by Recipient without reference to any information communicated to Recipient by Releasor; (e) is provided by Recipient in response to a valid order by a court or other governmental body, as otherwise required by law; or (f) is approved for release by written authorization of an officer or representative of Releasor.

8. Use or Disclosure of Confidential Information. (a) Recipient will only use the Confidential Information as directed by Releasor and not for its own purposes or the purposes of any other party. Recipient shall disclose the Confidential Information received under this Agreement to any person within its organization only if such persons are on a "need to know" basis. (b) The Recipient will advise each person to whom disclosure is permitted that such information is the confidential and proprietary property of Releasor and may not be disclosed to others or used for their own purpose.

9. Notice of Disclosure. In the event that Recipient receives a request or is required (by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process) to disclose all or any part of the Confidential Information, Recipient agrees, if legally permissible, to the following: (a) promptly notify Releasor of the existence, terms and circumstances surrounding such request or requirement; (b) consult with Releasor on the advisability of taking legally available steps to resist or narrow such request or requirement and (c) assist Releasor in seeking a protective order or other appropriate remedy; provided, however, that Recipient shall not be required to take any action in violation of applicable laws. In the event that such protective order or other remedy is not obtained or that Recipient waives compliance with the provisions, Recipient shall not be liable for such disclosure unless disclosure to any such tribunal was caused by or resulted from a previous disclosure by Recipient not permitted by this Agreement.

10. Return of Confidential Information. Upon request from Releasor or upon the termination of negotiations and evaluations between the Parties, Recipient will promptly deliver to Releasor all originals and copies of all documents, records, software programs, marketing or media and other materials containing any Confidential Information, and all equipment, files, and other personal property belonging Releasor. Recipient shall not be permitted to make, retain, or distribute copies of any Confidential Information and shall not create any other documents, records, or materials in any form whatsoever that includes the Confidential Information of Releasor.

11. Non-Competition. (a) Parties agree that there is a legitimate business interests to protect for Releasor, and as such, Recipient agrees that during Recipient’s engagement with Releasor and for a period of two (2) years from and after the expiration or termination of any engagement with Releasor (“Non-Competition Period”) for any reason whatsoever, Recipient will not, directly or indirectly, engage in any activity that competes with the business of the Releasor, either individually or on behalf of any other person, firm, corporation, or entity. (b) The foregoing non-competition obligations shall apply within the geographic area of fifty (50) miles from any entity owned, in whole or in part, by Releasor or where such entity conducts its business or has established clients. (c) Recipient acknowledges that any of Recipient’s attempted or successful competition with Releasor shall cause economic and professional damage to Releasor and said competition may be subject to enforcement of the liquidated damages clause in this Agreement and any additional and appropriate legal remedies.

12. Non-Solicitation. (a) Recipient agrees that during Recipient’s engagement with Releasor and for a period of two (2) years from and after the expiration or termination of any engagement with Releasor (“Non-Solicitation Period”), Recipient will not, directly or indirectly, solicit or hire any employee, contractor, or agent of Releasor, or induce any employee, contractor, agent, vendor or contact to terminate their relationship with Releasor, for the purpose of engaging their services for any competing business or enterprise. (b) Recipient furthermore agrees to not encourage, facilitate or aid other employees or contractors of Releasor to approach, solicit, compete with or accept employment with any of Releasor ’s former, existing or prospective clients. (c) Recipient acknowledges that any of Recipient’s attempted or successful solicitation of Releasor ’s clients or employees shall cause economic and professional damage to Releasor and said solicitation may be subject to enforcement of the liquidated damages clause in this Agreement and any additional and appropriate legal remedies.

13. Non-Circumvention. (a) Recipient agrees that during Recipient’s engagement with Releasor and for a period of two (2) years from and after the expiration or termination of engagement with Releasor (“Non-Circumvention Period”), Recipient will not, whether directly or indirectly or through themselves or a third party, seek to circumvent Releasor’s engagement with Releasor’s clients, vendors or contacts for whom Recipient is performing services, by offering Recipient’s own services to Releasor’s clients, vendors or contacts or accepting employment from Releasor’s clients, vendors or contacts. (b) Recipient acknowledges that any of Recipient’s attempted or successful circumvention of Releasor’s services to Releasor’s clients, vendors or contacts shall cause economic and professional damage to Releasor and said circumvention may be subject to enforcement of the liquidated damages clause in this Agreement and any additional and appropriate legal remedies.

14. Non-Disparagement. Recipient shall not disparage, defame, or discredit Releasor or any of agent, employee or contractor of Releasor or engage in any activity which would have the effect of disparaging, defaming, or discrediting the Releasor, or its members, managers, affiliates, officers, directors, employees, agents or contractors in their respective capacities as members, affiliates, officers, directors, employees or agents, in any way whatsoever.

15. Scope of Restrictions; Acknowledgement. (a) Parties agree that the confidentiality and non-disclosure, non-competition, non-solicitation, non-circumvention and non-disparagement restrictions contained in this Agreement are reasonable and necessary to protect the legitimate business interests of Releasor, including its confidential information, trade secrets, goodwill, and customer relationships. (b) Recipient acknowledges that the restrictions contained herein are fair and reasonable in light of the Recipient's knowledge, skills, and experience, and that such restrictions will not unduly restrict the Recipient's ability to earn a livelihood.

16. Liquidated Damages; Remedies. (a) Parties agree that a breach of the confidentiality and non-disclosure, non-competition, non-solicitation, non-circumvention and non-disparagement sections of this Agreement shall cause immeasurable and unquantifiable economic and professional damage to Releasor, as such, Recipient agrees that for any breach(es) of said clauses, Recipient shall pay an amount equal to USD $5,000.00 in liquidated damages per violation or per action arising to a breach. (b) Releasor may seek additional remedies and may be entitled to seek injunctive relief, specific performance, or any other appropriate remedy available at law or in equity, in addition to any damages or other relief to which the Releasor may be entitled.

17. Notices. (a) Any notice required or permitted to be given to either Party shall be in writing and shall be deemed given and received (i) when personally delivered with a written receipt obtained, (ii) on the date noted as the date received, refused or uncollected if sent by certified or registered mail, postage prepaid and return receipt requested, or (iii) the earlier of receipt or two business days after deposit with a nationally recognized overnight delivery service, or (iv) when sent by electronic mail and the recipient confirms receipt of or otherwise responds to the email by return email to the sender. Notices shall be sent to the contact information which Parties have on record for each other. Parties agree that it is their individual responsibility to update the other Party of any changes made to the contact information on record.

18. Governing Law; Prevailing Party. (a) This Agreement shall be governed by the laws of the State of Florida, USA. The state and federal courts in and for Brevard County, Florida, USA, shall have exclusive jurisdiction and venue over any disputes arising hereunder, and by their execution of this Agreement, each Party hereby waives irrevocably any objection it may now or hereafter have to such jurisdiction or venue or both, including without limitation a claim that any such court is an inconvenient forum. (b) In connection with any litigation costs and fees or any and all collection costs and fees arising out of or related to the interpretation or enforcement of this Agreement, the prevailing Party shall be entitled to recover its costs and reasonable attorneys’ fees through and including any appeals and any post-judgment proceedings.

19. Severability. If any portion of this Agreement shall be for any reason, invalid or unenforceable, the remaining portion or portions shall nevertheless be valid, enforceable and carried into effect, unless to do so would clearly violate the present legal and valid intention of the Parties to this Agreement.

20. Assignment. Recipient acknowledges that the obligations herein are of a special and unique nature and neither this Agreement nor any right or interest herein may be assigned or delegated by Recipient without the prior express written consent of Releasor.

21. Amendments. This Agreement may not be amended, modified or changed except by written agreement by an authorized representative of each Party to this Agreement.

22. Entire Agreement. This Agreement constitutes the entire Agreement between the Parties and contains all of the agreements between the Parties with respect to the subject matter herein; this Agreement supersedes any and all other agreements, either oral or in writing, between the Parties with respect to the subject matter and obligations herein. No change or modification of this Agreement shall be valid unless the same be in writing and signed by both parties hereto. No waiver of any provisions of this Agreement shall be valid unless in writing and signed by the person or party to be charged.

IN WITNESS WHEREOF, THE PARTIES TO THIS Agreement have thoroughly read, understood and consent to be legally bound to the terms and conditions herein on the date ascribed as the Effective Date to this Agreement.

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Signed by Sevak Girard
Signed On: 12/28/2023

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12/27/2023 7:36 pm EDT

Deluxe Startup Partner NDA Uploaded by Sevak Girard - sgirard@girardmedia.com IP 184.91.172.255