Confidential
Between Monmac Labs and Ace Industrial Supply
This Mutual Non-Disclosure Agreement (the “Agreement”) is entered into as of the date of the last signature below (the “Effective Date”) by and between:
Monmac Labs, a brand of Monmac LLC, a California limited liability company (“Monmac”), and
Ace Industrial Supply, a organized under the laws of (“Ace”).
Monmac and Ace are each a “Party” and together the “Parties.”
The Parties wish to exchange Confidential Information to evaluate, scope, design, perform, and potentially implement and support a Discovery & Enterprise Solution Blueprint and related enterprise calling-platform engagement, including:
These activities are collectively the “Permitted Purpose.”
Nothing in this Agreement obligates either Party to disclose any information, purchase or provide services, enter into a statement of work, or proceed with any transaction.
“Confidential Information” means any non-public technical, business, financial, legal, operational, security, customer, employee, strategic, or proprietary information disclosed or made available by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) in connection with the Permitted Purpose.
Confidential Information may be disclosed orally, visually, electronically, in writing, through demonstrations, screen sharing, repository or system access, credentials, documents, recordings, data exports, or any other means. Information is Confidential Information whether or not marked confidential if its nature or the circumstances of disclosure would cause a reasonable person to understand that it is confidential.
Ace Confidential Information includes, without limitation:
Monmac Confidential Information includes, without limitation:
Non-public proposal materials, Blueprint work papers, draft findings, architecture diagrams, implementation options, cost models, ROI-calculator inputs and outputs, and other engagement materials are Confidential Information of the Party that owns or supplied the underlying information, subject to the ownership and retention terms of any later written agreement.
Confidential Information does not include information that the Receiving Party can demonstrate through contemporaneous written records:
A combination of information is not excluded merely because individual elements are publicly available unless the combination itself and its operating principles are publicly available.
The Receiving Party shall:
The Receiving Party is responsible for breaches of this Agreement by its Representatives to the same extent as if the Receiving Party committed the breach itself.
The Receiving Party may disclose Confidential Information to its officers, employees, contractors, technical specialists, attorneys, accountants, insurers, financing sources, and professional advisers (collectively, “Representatives”) who:
The Receiving Party may also use cloud, hosting, telecommunications, security, software-development, and enterprise AI service providers reasonably necessary for the Permitted Purpose, provided that the Receiving Party uses commercially reasonable care in selecting and configuring those providers and remains responsible for compliance with this Agreement.
Neither Party shall submit the other Party’s Confidential Information to a public or consumer AI service for public model training, unrestricted retention, or use outside the Permitted Purpose.
Approved enterprise AI, software-development, analytics, and automation services may be used for the Permitted Purpose only when reasonably appropriate safeguards are in place concerning:
Credentials, regulated data, raw customer records, call recordings, source code, and security-sensitive information shall not be submitted to an external AI service unless the Disclosing Party has approved the use or the service is expressly approved in a later security or data-processing agreement.
The Receiving Party may disclose Confidential Information when required by applicable law, regulation, subpoena, court order, or governmental authority, provided that, to the extent legally permitted, the Receiving Party:
If Ace purchases and accepts a Discovery & Enterprise Solution Blueprint under a separate written agreement, Ace may disclose the accepted Blueprint deliverables to an authorized replacement provider solely to evaluate, implement, maintain, or support the Ace project, provided that:
This Section does not grant Ace any ownership or license beyond the rights expressly provided in a later written agreement.
Upon the Disclosing Party’s written request, termination of discussions, or completion of the Permitted Purpose, the Receiving Party shall within thirty (30) days return or destroy the Disclosing Party’s Confidential Information and, upon request, certify completion in writing.
The Receiving Party may retain:
All retained Confidential Information remains subject to this Agreement.
“Background IP” means all intellectual property, software, code, frameworks, libraries, components, systems, products, templates, methods, know-how, trade secrets, and other materials that:
Each Party retains all right, title, and interest in its Background IP.
Except for the limited use rights necessary for the Permitted Purpose, no disclosure under this Agreement grants any license, ownership interest, assignment, or other right in Confidential Information or Background IP.
Ownership, licensing, delivery, source access, modification rights, embedded-component rights, and other intellectual-property terms for any Blueprint or implementation work shall be governed only by a separately executed agreement, statement of work, or IP schedule.
No project ownership rights are created by this Agreement.
Except as expressly authorized in writing for the Permitted Purpose, neither Party shall reverse engineer, decompile, disassemble, derive source code from, benchmark for competitive use, or create derivative works from the other Party’s software, systems, prototypes, or technical materials.
Nothing in this Agreement prevents either Party or its personnel from using general professional skills, experience, ideas, and know-how that do not disclose, incorporate, or depend upon the other Party’s Confidential Information.
This Section does not permit the use or disclosure of:
This Agreement applies to Confidential Information disclosed during the two (2) years following the Effective Date.
The confidentiality and non-use obligations survive for three (3) years after each disclosure, except that obligations concerning the following survive for as long as the information remains non-public, confidential, or otherwise legally protectable:
All Confidential Information is provided “as is.” Neither Party makes any representation or warranty regarding its accuracy, completeness, merchantability, fitness for a particular purpose, or non-infringement.
Neither Party is obligated to proceed with any transaction, engagement, or business relationship, and either Party may discontinue discussions at any time, subject to the continuing obligations of this Agreement.
Except for:
neither Party shall be liable under this Agreement for consequential, incidental, indirect, special, exemplary, or punitive damages, including lost profits or lost business opportunity.
Nothing in this Agreement limits liability to the extent such limitation is prohibited by applicable law.
The Parties acknowledge that unauthorized disclosure or use of Confidential Information may cause irreparable harm for which monetary damages may be inadequate.
The affected Party may seek temporary, preliminary, or permanent injunctive relief and other equitable remedies from a court of competent jurisdiction, in addition to any other available remedies, without waiving the dispute-resolution requirements below.
Before initiating arbitration, the Parties shall attempt in good faith to resolve the dispute through negotiation between senior representatives. Either Party may initiate negotiation by written notice describing the dispute. The representatives shall meet or confer within ten (10) business days and attempt resolution for at least thirty (30) days.
If the dispute remains unresolved, either Party may request non-binding mediation administered by JAMS or another mutually agreed mediator. The Parties shall share mediator fees equally.
If the dispute remains unresolved forty-five (45) days after a written mediation request, it shall be resolved by binding arbitration before one arbitrator under the JAMS Comprehensive Arbitration Rules and Procedures.
The arbitration shall take place in Alameda County, California, unless the Parties agree to remote proceedings or another location. Judgment on the award may be entered in any court with jurisdiction.
Either Party may seek temporary or emergency injunctive relief from a state or federal court located in Alameda County, California, to prevent unauthorized disclosure, system access, misuse, misappropriation, or other irreparable harm.
This Agreement is governed by the laws of the State of California, without regard to conflict-of-laws rules.
Notices under this Agreement must be in writing and delivered by personal delivery, nationally recognized overnight courier, certified mail, or email with confirmation of receipt to the contact information stated below or later designated in writing.
Neither Party may assign this Agreement without the other Party’s prior written consent, except in connection with a merger, reorganization, acquisition, or sale of substantially all relevant assets, provided the successor agrees in writing to be bound by this Agreement.
If any provision is held unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in effect.
A waiver is effective only if in writing and applies only to the specific instance stated. Failure to enforce a provision is not a waiver of future enforcement.
This Agreement is the entire agreement concerning its subject matter and supersedes prior oral and written confidentiality discussions concerning the Permitted Purpose.
Any amendment or waiver must be in writing and signed by authorized representatives of both Parties.
If this Agreement conflicts with a later executed agreement concerning ownership, licensing, data processing, security, deliverable retention, or project performance, the later agreement controls for that specific subject.
This Agreement may be executed in counterparts. Electronic signatures, scanned signatures, and signatures through electronic-signature platforms are binding and have the same legal effect as original signatures.
By signing below, each Party agrees to be bound by this Agreement.