Non Disclosure Agreement

Last Updated: June 2024

This Nondisclosure Agreement (the “Agreement”) is entered into as of ___________________ between Playbook UX LLC (“PlaybookUX”) and ____________________ whose address is ______________________________ (“Recipient”), each a “Party” and collectively the “Parties.”

The Parties agree as follows:

Background. In the course of discussing certain matters or information for the purpose of exploring or entering into a business relationship between PlaybookUX and Recipient and/or for the purpose of providing services to PlaybookUX (the “Purpose”), the Recipient may have access to or receive confidential information from PlaybookUX or PlaybookUX’ clients, including but not limited to information regarding business operations, market research, new product development, financial information and practices, trade secrets, plans and future activities, business and marketing information, and/or information marked as “confidential” or identified as confidential by either Party in any manner (collectively, “Confidential Information”). Confidential Information shall include information delivered in any format (including but not limited to written, electronic, or oral formats), and shall include all non-public information disclosed by PlaybookUX or PlaybookUX’ clients.
Use. The Recipient may use Confidential Information only for the Purpose, as otherwise approved in writing by PlaybookUX, or as otherwise permitted by this Agreement or any Agreement that incorporates this Agreement by reference, and not for any other purpose.
Protection. The Recipient agrees to protect the confidentiality of the Confidential Information in the same manner it protects the confidentiality of its own similar confidential information, but in no event using less than a reasonable standard of care. The Recipient will restrict access to the Confidential Information to its directors, officers, owners, employees, advisors, and agents (collectively, its “Representatives”) that have a need to know and are engaged in a use permitted by this Agreement, provided that such Representatives are bound by obligations of confidentiality substantially similar to the terms of this Agreement. Notwithstanding the foregoing, Recipient may disclose the Confidential Information (1) to examiners, auditors, and investigators having regulatory authority over either Party; or (2) to the extent necessary to assert any right or defend against any claim arising as a result of the relationship described above.
Ownership. Confidential Information disclosed by PlaybookUX under this Agreement is and shall remain the property of PlaybookUX. By disclosing Confidential Information to Recipient, PlaybookUX does not grant any express or implied intellectual property or other right to such Confidential Information, including but not limited to any license, patent, trade secret, copyright, or trademark.
Copying. Except as reasonably required for the Purpose, the Recipient shall not copy or reproduce PlaybookUX’ Confidential Information without PlaybookUX’ prior written consent.
Return. The Recipient shall immediately return all Confidential Information (including copies) that PlaybookUX made available to the Recipient under this Agreement upon any request by PlaybookUX. The Recipient may retain, subject to the terms of this Agreement, a copy of the Confidential Information as required for compliance with legal, regulatory, or internal recordkeeping requirements.
Exceptions. Confidential Information does not include information (i) that was in the Recipient’s possession prior to receipt thereof from PlaybookUX, (ii) that is independently developed by the Recipient without use of the Confidential Information, (iii) that is acquired by the Recipient in good faith from a third party that was not, to the Recipient’s knowledge, under an obligation to PlaybookUX not to disclose such information, (iv) that is or becomes publicly available through no breach of this Agreement by the Recipient, (v) that is disclosed to a third party by PlaybookUX without a similar nondisclosure restriction, or (vi) that is authorized in writing by PlaybookUX to be released or designated in writing by PlaybookUX as no longer being confidential or proprietary.
Compelled Disclosure. If Recipient receives a subpoena or other validly issued administrative or judicial process requesting Confidential Information, the Recipient shall to the extent permitted by law promptly notify PlaybookUX and provide PlaybookUX with an opportunity to seek an appropriate protective order or other relief, at PlaybookUX’ expense. If requested by PlaybookUX (or its representative), the Recipient shall reasonably cooperate (at PlaybookUX’ expense) in opposing such a demand. Recipient may disclose any of the Confidential Information in accordance with any lawful court or federal or state agency order in the event PlaybookUX fails to obtain any protective order or other relief. Before disclosures are made pursuant to this paragraph, Recipient will exercise reasonable care to obtain assurance Confidential Information shall be treated confidentially.
No Use of Name. Neither Party may use the name, trade name, trademark, logo, acronym, or other designation of the other Party externally in connection with any press release, advertising, publicity materials, or otherwise without the prior written consent of the other Party.
Indemnification. Recipient shall indemnify, defend, and hold harmless PlaybookUX (and its owners, members, officers, principals, employees, and agents) from and against any and all claims, obligations, losses, injuries, damages, reasonable costs, and reasonable expenses (including, without limitation, reasonable attorney’s fees) incurred or suffered by reason of any breach by Recipient (or any of Recipient’s owners, members, officers, principals, employees, or agents) of any of the provisions of this Agreement.
Remedies. Recipient acknowledges and agrees that due to the nature of PlaybookUX’ Confidential Information, there can be no adequate remedy at law for any breach of its obligations hereunder, which breach may result in irreparable harm to PlaybookUX, and therefore, that upon any such breach or any threat thereof, PlaybookUX shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to whatever remedies it might have at law.
Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter described herein and supersedes any prior communication, understanding, or agreement, whether written or oral, concerning the subject matter hereof. Any change to any provision of this Agreement may only be made by mutual agreement, in writing, signed by all Parties in like manner as this Agreement is signed.
Assignment. Recipient shall not assign this Agreement or the rights hereunder to any other party without the prior written consent of PlaybookUX. Any change in control resulting from a merger, consolidation, stock transfer, or asset sale shall be deemed an assignment or transfer for purposes of this Agreement that requires PlaybookUX’ prior written consent. PlaybookUX may freely assign this Agreement, in PlaybookUX’ sole discretion.
No Implied Waiver. A waiver by either Party of any breach of any provision expressed in this Agreement shall not be taken or held to be a waiver of any succeeding breach of any such provision or as a waiver of a provision itself.
Further Assurances. Each Party agrees to take such further actions and to execute such further documents, instruments, and agreements as may be reasonably requested by the other Party to further confirm and effect the completion of the transactions contemplated by this Agreement.
Partial Invalidity of Contract. If any provision of this Agreement is held by an arbitrator or court of competent jurisdiction to be invalid or unenforceable, the remaining portions of this Agreement shall remain in full force and effect, and such arbitrator or court shall be empowered to modify such provision to the minimum extent necessary to render it enforceable while effectuating insofar as possible the basic purpose and intent of such provision.
Interpretation. In the event that any dispute arises among or between the Parties regarding the interpretation of this Agreement, or any provision thereof, the Parties acknowledge and agree that all of the Parties shall be deemed collectively to be the drafting party and any rule of construction pursuant to which ambiguities are to be construed against the drafting party shall not be applicable. Section and subsection headings are for convenience purposes and shall not be used to interpret or construe the provisions hereof.
Attorney’s Fees. In the event that any proceeding or action is brought by either Party to enforce or interpret the terms of this Agreement, the prevailing Party in such proceeding or action shall be entitled to recover its costs of suit, including reasonable attorneys’ fees.
Governing Law & Jurisdiction. This Agreement shall be governed by and construed in accordance with the state of New York, without giving effect to conflict of law rules. The federal or state courts of New York, New York shall have exclusive jurisdiction and venue over any claims arising out of this Agreement, and the Parties hereby consent to the personal jurisdiction and venue of such courts and waive any objections thereto.
Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together will constitute one and the same instrument. A faxed or scanned/emailed signature, or a signature provided by an electronic signing service, shall be deemed to be an original signature.
Advice of Counsel & Authority. EACH PARTY ACKNOWLEDGES THAT, IN EXECUTING THIS AGREEMENT, SUCH PARTY HAS HAD THE OPPORTUNITY TO SEEK THE ADVICE OF INDEPENDENT LEGAL COUNSEL, HAS READ AND UNDERSTOOD ALL OF THE TERMS AND PROVISIONS OF THIS AGREEMENT, AND HAS AUTHORITY TO ENTER INTO THIS AGREEMENT AS EXECUTED BELOW.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

Playbook UX LLC

By: ________________________

Title: ______________________

Signature:__________________

Date:______________________

RECIPIENT:

By: ________________________

Signature:__________________

Date:______________________