Mutual Non-Disclosure Agreement
This Mutual Non-Disclosure and Confidentiality Agreement (“Agreement”) is entered into between Tyler Adams (“Tyler”) and the individual or entity participating in a meeting with Tyler (“Participant”), collectively referred to as the “Parties.”
1. Purpose
The Parties may discuss business, financial, operational, strategic, personal, client, customer, insurance, or other proprietary information during the course of their meeting and any related communications. The purpose of this Agreement is to protect confidential information shared between the Parties.
2. Confidential Information
“Confidential Information” means any non-public information disclosed by either Party, whether verbally, electronically, visually, in writing, or by any other means, including but not limited to business plans, strategies, financial information, client or customer information, proprietary processes, systems, contracts, pricing, commissions, compensation information, marketing strategies, trade secrets, and other information that a reasonable person would understand to be confidential.
3. Confidentiality Obligations
Each Party agrees to:
- Keep Confidential Information confidential and use reasonable care to protect it.
- Use Confidential Information only for the purpose of evaluating, discussing, or pursuing the business matters discussed between the Parties.
- Not disclose Confidential Information to any third party without the prior written consent of the Party that disclosed the information, except as permitted under this Agreement.
4. Exclusions
Confidential Information does not include information that:
- Is or becomes publicly available through no violation of this Agreement;
- Was already lawfully known to the receiving Party before disclosure;
- Is independently developed without use of the other Party’s Confidential Information; or
- Is lawfully received from a third party without a confidentiality obligation.
5. Required Disclosure
A Party may disclose Confidential Information when required by law, regulation, court order, or governmental authority, provided that, to the extent legally permitted, the receiving Party gives prompt notice to the disclosing Party.
6. No Transfer of Ownership
Nothing in this Agreement transfers ownership or intellectual property rights in any Confidential Information. Each Party retains all rights to its own information, materials, and intellectual property.
7. No Obligation to Proceed
This Agreement does not require either Party to enter into a business relationship, transaction, contract, or other arrangement.
8. Term
The confidentiality obligations under this Agreement will continue for three (3) years from the date of disclosure, except that trade secrets will remain protected for as long as they qualify as trade secrets under applicable law.
9. No Waiver
Failure to enforce any provision of this Agreement does not constitute a waiver of the right to enforce that provision in the future.
10. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict-of-law principles.
11. Electronic Acceptance
The Parties agree that electronic signatures, acknowledgments, and other electronic acceptance methods may be used to execute this Agreement and shall have the same effect as an original signature to the extent permitted by applicable law.
By selecting the required acknowledgment in the booking form, the Participant confirms that they have reviewed this Agreement and agree to its terms.
“I have read and agree to the Mutual Non-Disclosure and Confidentiality Agreement.”