Confidential
Between Monmac LLC and Ace Industrial Supply
"Confidential Information" means any non-public information disclosed by one Party (the "Disclosing Party") to the other (the "Receiving Party"), in any form, that is designated as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. It includes, without limitation, business plans, pricing, call and customer data, systems architecture, source code, methodologies, compliance requirements, and operational information.
Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was rightfully known to the Receiving Party prior to receipt without restriction; (c) is rightfully received from a third party not under any confidentiality obligation to the Disclosing Party; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.
The Receiving Party shall (a) use the Confidential Information solely for the Purpose, (b) protect it using at least the same degree of care it uses for its own confidential information of like importance, and no less than a reasonable degree of care, and (c) not disclose it to any third party except as permitted below.
The Receiving Party may disclose Confidential Information to its officers, employees, contractors, attorneys, accountants, and professional advisors who have a need to know for the Purpose and who are bound by confidentiality obligations no less restrictive than those in this Agreement. If required by law, subpoena, court order, or governmental authority to disclose, the Receiving Party shall, to the extent legally permitted, promptly notify the Disclosing Party in writing, reasonably cooperate with efforts to seek a protective order, and disclose only the minimum portion legally required.
This Agreement applies to Confidential Information disclosed during the two (2) years following the Effective Date. The Receiving Party's obligations survive for three (3) years after each disclosure, except that obligations with respect to information that qualifies as a trade secret continue for as long as such information remains a trade secret under applicable law.
Each Party retains all right, title, and interest in and to its Background IP. "Background IP" means all intellectual property, including software, code, frameworks, methodologies, templates, and know-how, owned or controlled by a Party prior to the Effective Date or developed independently of this Agreement and the Purpose. Nothing in this Agreement transfers or licenses any Background IP or any other intellectual property to the other Party. Any intellectual property created specifically for the client during a future engagement will be addressed in a separate written agreement; no such rights are created by this Agreement.
Either Party may use Residual Knowledge for any purpose. "Residual Knowledge" means general concepts, ideas, know-how, and information retained in the unaided memory of personnel who have had authorized access, provided no personnel intentionally memorizes Confidential Information for use outside the Purpose. Residual Knowledge does not include source code, customer or end-user data, trade secrets, or any information marked or identified as a trade secret.
All Confidential Information is provided "as is." Neither Party makes any warranty as to its accuracy or completeness. This Agreement does not obligate either Party to enter into any further agreement or transaction.
Except for breaches of confidentiality obligations, willful misconduct, or violations of intellectual property rights, neither Party shall be liable for consequential, incidental, indirect, special, or punitive damages arising out of or in connection with this Agreement.
The Parties agree that a breach of this Agreement may cause irreparable harm for which monetary damages are inadequate, and that the non-breaching Party is entitled to seek injunctive or other equitable relief, in addition to any other remedies available, without the requirement of posting a bond.
The Parties will first attempt in good faith to resolve any dispute through senior-representative negotiation within thirty (30) days. If unresolved, the Parties will submit the dispute to non-binding mediation. If still unresolved within forty-five (45) days of a mediation request, the dispute will be settled by binding arbitration before a single arbitrator under the rules of a mutually agreed arbitration service. Notwithstanding the foregoing, either Party may seek emergency injunctive relief from a court of competent jurisdiction to prevent irreparable harm.
This Agreement is governed by the laws of the State of California, without regard to conflict-of-laws principles. It constitutes the entire agreement between the Parties regarding its subject matter and supersedes all prior discussions. It may be amended only in a writing signed by both Parties, and may be executed in counterparts, including by electronic signature, each of which is deemed an original.
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