NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT
Please CAREFULLY READ the following Non-Disclosure and Confidentiality Agreement relating to your use of our Sites, this site found at Mdoodle.app, and all sites owned by our organization and/or listed under our brand. By using our Sites and this site you agree to this Non-Disclosure and Confidentiality Agreement.
UPDATES
We reserve the right to change this Non-Disclosure and Confidentiality Agreement and it remains subject to change at any time and at the sole discretion of the owner and operator of our Sites and this site. This Non-Disclosure and Confidentiality Agreement was UPDATED January 8th, 2024.
Please visit our Sites and this site regularly if you wish to receive updates. You may also contact our organization to request a full written copy of this Agreement at any time.
By utilizing or using our Sites and/or this site after we post any changes to our Non-Disclosure and Confidentiality Agreement, Terms of Use, Privacy Policy, Earnings Disclaimer, and/or Copyright Notice, you and your organization agree to abide by and accept those changes and updates, regardless of whether you have been notified about them or reviewed them. If at any time you choose not to accept our Non-Disclosure and Confidentiality Agreement, Terms of Use, Privacy Policy, Earnings Disclaimer, and/or Copyright Notice, we legally request that you refrain from and no longer visit, view, login, gain access to, utilize, or use any of our Sites, this site, or any of our content and/or information.
MERCHANT DOODLE – OUR OFFER OF ACCESS
In connection with the parties’ possible discussions and interactions concerning this or any proposed business opportunity, partnership, contract, and/or employment of mutual interest (collectively, “Opportunity”) between the Disclosing Party and the Receiving Party and in connection with this opportunity, the Disclosing Party (“Merchant Doodle”) is prepared and herein makes available to the Receiving Party (“your organization and you”) information concerning private Proprietary and/or Confidential business information, product launch plans, marketing plans, sales plans, technical information, software programs and documentation, pricing lists, cost lists, trade secrets, and/or other Proprietary and/or Confidential Information including internal documentation and/or information of the Disclosing Party and/or about the Disclosing Party’s business and its current and/or proposed plans and operations.
YOUR ACCEPTANCE BY GAINING UNIQUE SECURE ACCESS
By 1) following the provided link to the protected login page, 2) checking the appropriately located acceptance-indicating checkbox function labelled “I Accept the Non-Disclosure Agreement” associated with this Opportunity and this Non-Disclosure and Confidentiality Agreement, 3) utilizing the provided unique username and password credentials required for login, and subsequently gaining access to the internally secured and password-protected Proprietary and/or Confidential Information associated with this Opportunity and this Non-Disclosure and Confidentiality Agreement, your organization and you as the “Receiving Party” herein agree to and execute this Non-Disclosure and Confidentiality Agreement in whole and in part between Merchant Doodle Inc. and your organization and yourself.
Specifically, by checking the appropriately located acceptance-indicating checkbox function labelled “I Accept the Non-Disclosure Agreement” associated with this Opportunity and this Non-Disclosure and Confidentiality Agreement while entering your uniquely assigned username and password, and subsequently entering, gaining access to, viewing, analyzing, utilizing, and using this privately owned secure online area and its associated securely maintained Proprietary and/or Confidential Information, documents, and content (which are currently and remain hereafter completely owned as the sole property of Merchant Doodle Inc.) and made available to your organization and/or to you personally by Merchant Doodle Inc. for this specific business opportunity and/or partnership and/or contract and/or employment related opportunity only, you for your organization (so far as and to the full legal extent possible that your designated role in your organization allows you to bind your organization in this Agreement), and you (in capacity as yourself), knowingly and willingly execute and enter into and agree to abide by and comply with this Merchant Doodle Non-Disclosure and Confidentiality Agreement, and you specifically establish that on the date and time of your first login (a login only made accessible by your own action and affirmative checking of the appropriately located associated acceptance-indicating checkbox function which thereby establishes your agreement to the terms, conditions, and provisions of this Agreement and is tracked by professional on-site administrative logging functionality software storing the specific date and time stamp of your login) that by entering into this secure area and gaining access to this private and independently owned Proprietary and/or Confidential Information, you knowingly execute, enter into, agree with, agree to comply with, and make effective this Non-Disclosure and Confidentiality Agreement by and between Merchant Doodle, Inc., a Florida corporation having its principal place of business at 2614 Tamiami TRL N Ste 436, Naples, Florida, 34103, and your organization and/or business (regardless of organizational type including any associated Non-Profit, Sole Proprietorship, Partnership, LLC, Corporation, partially owned and/or wholly owned subsidiary and/or other entity or entities) at its principal place of business, and including you (in capacity as yourself) personally, concerning this Opportunity and any and all associated Proprietary and/or Confidential Information subsequently made available to and/or shared with your organization(s) and/or you by Merchant Doodle Inc.
TERMS, CONDITIONS, AND PROVISIONS
1. Agreement. – As a condition to furnishing such Proprietary and/or Confidential Information related to this opportunity, the Receiving Party and each of its directors, officers, employees, agents and/or advisors (including, without limitation, attorneys, accountants, consultants, bankers, and financial advisors) (collectively, “Representatives”), shall treat any Proprietary and/or Confidential Information (as hereinafter defined) concerning the Disclosing Party in accordance with the provisions of this Agreement, and further agrees to take or abstain from taking certain other actions hereinafter set forth. Unless otherwise indicated, all disclosure of Proprietary and/or Confidential Information, and any negotiations or communications between the parties concerning the proposed business opportunity, shall be between the Disclosing Party’s designated contacts and the Receiving Party’s designated contacts only.
2. Definition of “Proprietary and/or Confidential Information”. – The term “Proprietary and/or Confidential Information”, whether used in the singular and/or the plural and all together and/or broken in part, shall be deemed to include all originals, copies, compilations, disks, files, digital audio, digital video, digital mail including individual email, email chains, summaries, analyses and/or extracts and any other materials that may embody or contain information from the Proprietary and/or Confidential Information, whether existing in physical form or electronically stored, of all Proprietary and/or Confidential and Sensitive and Private business information, product launch plans, marketing plans, sales plans, technical information, software programs and documentation, price lists, cost lists, trade secrets and/or other proprietary and/or confidential information including internal documents or information of the Disclosing Party whether conveyed in oral, written, graphic, or electromagnetic form or otherwise delivered by or on behalf of the Disclosing Party to the Receiving Party or its Representatives, and any of the foregoing prepared by the Receiving Party or its Representatives which contain, reflect or are based upon, in whole and/or in part, the information furnished by or on behalf of the Disclosing Party pursuant hereto. The term “Proprietary and/or Confidential Information” shall not include information which (i) is or becomes generally available to the public other than as a result of a disclosure by the Receiving Party or its Representatives; (ii) was within the possession of the Receiving Party from a source other than the Disclosing Party prior to its being furnished by or on behalf of the Disclosing Party in connection with the proposed business opportunity between the Disclosing Party and the Receiving Party, provided that the source of such information was not known by the Receiving Party to be bound by a Non-Disclosure and/or Confidentiality agreement with and/or including other contractual, legal, or fiduciary obligations of Non-Disclosure and/or Confidentiality to the Disclosing Party with respect to such information; or (iii) has been developed independently by or on behalf of the Receiving Party without reference to any of the Disclosing Party’s Proprietary and/or Confidential Information as shown by competent, officially dated, written and documented proof by the Receiving Party and without violation of any of the Receiving Party’s obligations under this Agreement.
3. Use and Ownership of Proprietary and/or Confidential Information. – The Receiving Party hereby agrees that it and each of its Representatives shall protect the Proprietary and/or Confidential Information against unauthorized disclosure and warrants, and that it will apply commercially reasonable safeguards against the unauthorized disclosure of the Proprietary and/or Confidential Information. The Receiving Party further agrees that it and each of its Representatives shall use the Proprietary and/or Confidential Information solely for the purpose of evaluating the proposed business opportunity between the Disclosing Party and the Receiving Party, that the Proprietary and/or Confidential Information will be kept private and confidential and, except as otherwise provided herein, that the Receiving Party and its Representatives will not disclose any of the Proprietary and/or Confidential Information in any manner whatsoever; provided, however, that (i) the Receiving Party may make any disclosure of such information to which the Disclosing Party gives official prior written consent and (ii) any of such information may be disclosed to the Representatives of the Receiving Party who agree to keep such information private and confidential by agreeing to be legally bound by the Terms and Provisions of this very Agreement. The Receiving Party shall be responsible for any breach of this Agreement by any of its Representatives and the Receiving Party and its Representatives agree, at its own expense, to take all reasonable measures (including, but not limited to court proceedings) to restrain its Representatives from prohibited or unauthorized disclosure and/or use of the Proprietary and/or Confidential Information.
The Disclosing Party shall have sole and exclusive ownership of all right, title, and interest in and to the Proprietary and/or Confidential Information and other sensitive and/or proprietary information of the Disclosing Party (including ownership of all patents, copyrights and trade secrets pertaining thereto). The Receiving Party agrees the Proprietary and/or Confidential Information is the sole, exclusive, sensitive, and extremely valuable intellectual and/or digital proprietary and confidential property of the Disclosing Party. The Receiving Party agrees that the Proprietary and/or Confidential Information remains the respective Disclosing Party’s exclusive sensitive property and is only held in trust for the Disclosing Party. Nothing contained in this Agreement will be construed as granting any license or right under any currently existing or future copyright, patent, franchise, or ownership agreement. If, while complying with all of the obligations and terms found herein, the Receiving Party reproduces the Proprietary and/or Confidential Information, all such copies of the Proprietary and/or Confidential Information or other materials containing Proprietary and/or Confidential Information prepared by the Receiving Party immediately becomes the sole property of the Disclosing Party and shall include the terms of use, privacy policy, copyright notices, proprietary legends, watermarks, and/or logos of the Disclosing Party as they appear therein or are then furnished by the Disclosing Party to the Receiving Party.
4. Disclosure of Proprietary and/or Confidential Information. – The parties agree that, without the prior written consent of the other party, neither party nor its respective Representatives will disclose to any other person, entity, or organization the fact that the Proprietary and/or Confidential Information has been made available, that discussions or negotiations are taking place concerning the proposed business opportunity between the Disclosing Party and the Receiving Party, or any of the terms, conditions, specific pricing details, or plans or other facts with respect thereto (including the status thereof), unless such party has received a written opinion of counsel that such disclosure is required under applicable law or any applicable listing agreement. The term “person” as used in this Agreement shall be broadly interpreted to include the media and any individual person, sole proprietorship, group of persons, partnership, limited liability company, corporation, or other groups, organizations, or entities.
The proposed business opportunity by the Disclosing Party is also agreed to be kept private and confidential unless and until the Disclosing Party officially indicates otherwise to the Receiving Party, in writing.
The Receiving Party agrees not to contact any of the customers, clients, vendors, contractors, staff members, employees, and/or personnel of the Disclosing Party without the prior written permission of the Disclosing Party. The Receiving Party agrees that the Proprietary and/or Confidential Information shall be used solely for the purposes set forth in the Agreement and that the Receiving Party will not use the Proprietary and/or Confidential Information in competition with or against the Disclosing Party, in any manner that is detrimental or adverse to the Disclosing Party, including for personal gain, or any other purpose other than the clearly stated purpose(s) of this particular business opportunity associated through legitimate contractual documentation with the Proprietary and/or Confidential Information.
In the event that the Receiving Party or any of its Representatives is requested or required (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand, or other similar process) to disclose any of the Proprietary and/or Confidential Information, the Receiving Party shall provide the Disclosing Party with prompt written notice within fifteen (15) days of any such request or requirement so that the Disclosing Party may seek a protective order or other appropriate remedy and/or waive compliance in writing with the provisions of this Agreement. If, in the absence of a protective order or other remedy or the receipt of a written waiver by the Disclosing Party, the Receiving Party and/or its Representatives are nonetheless, in the opinion of counsel, legally compelled to disclose Proprietary and/or Confidential Information to any tribunal or else stand liable for contempt or suffer other censure or penalty, the Receiving Party or its Representatives may, without liability hereunder, disclose to such tribunal only that portion of the Proprietary and/or Confidential Information which such counsel advises the Receiving Party that is legally required to be disclosed, provided that the Receiving Party exercises its reasonable best efforts to preserve the private, sensitive nature, and confidentiality of the Proprietary and/or Confidential Information including, without limitation, by cooperating with the Disclosing Party to obtain an appropriate protective order or other reliable assurance that private, sensitive, confidential treatment will be accorded the Proprietary and/or Confidential Information by such tribunal.
5. Return of Proprietary and/or Confidential Information. – If either the Disclosing Party or the Receiving Party decides that it does not wish to proceed with the proposed business opportunity, such party will promptly inform the other party of that decision in writing. In that case, or at any time upon the request of the Disclosing Party for any reason, the Receiving Party will promptly deliver to the Disclosing Party all Proprietary and/or Confidential Information including all originals, copies, compilations, disks, files, digital audio, digital video, digital mail including individual stored email, email chains, summaries, analyses and/or extracts and any other materials that may embody or contain information from the Proprietary and/or Confidential Information furnished to or created by the Receiving Party or its Representatives by or on behalf of the Disclosing Party pursuant hereto. In the event of such a decision or request, all other Proprietary and/or Confidential Information prepared by the Receiving Party or any of its Representatives shall be destroyed and no copy thereof shall be retained. Notwithstanding the return or destruction of the Proprietary and/or Confidential Information, the Receiving Party and each of its Representatives will continue to be bound indefinitely by their obligations of Non-Disclosure, Confidentiality, and Privacy including all other obligations hereunder and/or pursuant to this Agreement.
6. Non-Solicitation; Non-Disparagement. – The Receiving Party agrees that it will not, directly or indirectly, recruit or hire any officer, director, partner, contractor, employee, staff member, team member, consultant, agent, or client of the Disclosing Party while discussions concerning the proposed business opportunity between the Disclosing Party and the Receiving Party are pending and for a period of one (1) year thereafter. Additionally, the Receiving Party will not use the Proprietary and/or Confidential Information to compete with the Disclosing Party nor will it utilize the Proprietary and/or Confidential Information to, directly or indirectly, solicit any of the providers, customers, clients, partners, contractors, employees, staff members, team members, or vendors of the Disclosing Party or to develop a customer, client, partner, prospect, provider, or recruitment list. The Receiving Party and its Representatives agree that they shall not disparage the Disclosing Party or any officers, directors, partners, contractors, employees, consultants, or agents of the Disclosing Party.
7. No Representations and Warranties. – The Receiving Party understands and acknowledges that neither the Disclosing Party nor its officers, directors, partners, contractors, employees, staff members, team members, consultants, agents, or clients make any representation or warranty, express or implied, as to the accuracy or completeness of the Proprietary and/or Confidential Information. The Disclosing Party and the Receiving Party agree that neither the Disclosing Party nor its officers, directors, partners, contractors, employees, staff members, team members, consultants, agents, or clients shall have any liability relating to or resulting from the use of the Proprietary and/or Confidential Information by Receiving Party or any of its Representatives or any errors therein or omissions therefrom. Only those representations or warranties which are made in a final definitive written agreement regarding any transactions contemplated hereby, when, as and if executed, and subject to such limitations and restrictions as may be specified therein, will have any legal effect.
8. Non-Exclusivity, No Contract, or Agreement. – The Disclosing Party and the Receiving Party understand and agree that no contract or agreement providing for any transaction involving the proposed business opportunity between the Disclosing Party and the Receiving Party shall be deemed to exist unless and until a final definitive agreement has been executed and delivered in writing by both parties to each the other, and the Disclosing Party and the Receiving Party hereby waive, in advance, any claims (including without limitation, breach of contract) in connection with any transaction involving the proposed business opportunity between the Disclosing Party and the Receiving Party unless and until each party shall have entered into a final definitive written agreement with each the other. The Disclosing Party and the Receiving Party also agree that unless and until a final definitive written agreement regarding the proposed business opportunity between the Disclosing Party and the Receiving Party has been executed and delivered in writing by and to all the parties contemplated by such agreement, neither the Disclosing Party nor the Receiving Party will be under any legal obligation of any kind whatsoever with respect to such a transaction by virtue of this Agreement except for the matters specifically agreed to herein this Agreement. The Disclosing Party and the Receiving Party further acknowledge and agree that each party reserves the right, in its sole discretion, to reject any and all proposals made by or on behalf of the Disclosing Party or the Receiving Party with regard to the proposed business opportunity between the Disclosing Party and the Receiving Party, and to terminate discussions and negotiations with each the other party at any time by notice in writing to the other party. Each the Disclosing Party and the Receiving Party further understands that (i) the Disclosing Party and its representatives shall be free to conduct negotiations at any time with any third party and enter into a final definitive agreement with such third party without prior notice to the Receiving Party or any other person, and (ii) the Receiving Party shall not have any claims whatsoever against the Disclosing Party or any of its officers, directors, partners, contractors, employees, staff members, team members, consultants, agents, or clients arising out of or relating to any negotiations with any third party or transaction involving the Disclosing Party (other than those as against the Disclosing Party as a party to a final definitive agreement with the Receiving Party in accordance with the terms thereof) nor, unless a final definitive written agreement is entered into with the Disclosing Party, against any third party (“Third Party Beneficiary”) with whom a transaction is entered into. Neither this paragraph nor any other provision in this Agreement can be waived or amended except by written consent of both the Disclosing Party and the Receiving Party, which consent shall specifically refer to this paragraph (or such provision) in writing and explicitly make such waiver or amendment in writing.
9. No Waiver. – The Disclosing Party and the Receiving Party understand and agree that no failure or delay by the Disclosing Party or the Receiving Party in exercising any right, power, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or future exercise thereof or the exercise of any other right, power, or privilege hereunder.
10. No Third-Party Beneficiaries. – No third-party beneficiaries are created or intended by this Agreement except as otherwise expressly stated herein.
11. Equitable Remedies. – The Receiving Party understands and agrees that the Disclosing Party will suffer irreparable and continuing harm in the event of a breach of this Non-Disclosure and Confidentiality Agreement. The Receiving Party further understands and agrees that monetary/money damages would not be an adequate remedy for any breach of this Agreement by the Receiving Party or any of its Representatives and that the Disclosing Party, or its directors, officers, stockholders, and/or owners shall be entitled to equitable relief, including injunction and specific performance, as a remedy for any such breach, without bond. Such remedies shall not be deemed to be the exclusive remedies for a breach by the Receiving Party of this Agreement but shall be in addition to all other remedies available at law or equity to the Disclosing Party. In the event of litigation relating to this Agreement, if a court of competent jurisdiction determines that the Receiving Party or any of its Representatives have breached this Agreement, then the Receiving Party shall be liable and pay to the Disclosing Party the reasonable legal fees incurred by the Disclosing Party in connection with such litigation, including any appeal therefrom.
12. Entire Agreement. – This Non-Disclosure and Confidentiality Agreement contains the Entire Agreement between the Parties with respect to the subject matter of this Agreement and supersedes all prior agreements and understandings, written or otherwise.
13. Counterparts. Signature. – This Agreement may be executed in multiple counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Timestamped “checkbox agreement accompanied by login” or otherwise electronically transmitted, recorded, and /or logged actions and/or signatures for agreement and legally binding consent shall be given the same legally binding effect as original hand-written signatures.
14. Governing Law. Service of Process. Severability. – This Agreement, its associated provisions, and the rights and obligations of the parties hereto, including the entire relationship between the parties hereto, and all matters arising out of and/or relating to this Agreement, will be governed by and construed in accordance with the Laws of the State of Florida, without regard to any principles of conflicts of law. The Receiving Party agrees that any action at law or in equity that arises out of or relates to this Agreement and/or its provisions will be subject to mediation in the State of Florida. The Receiving Party further agrees that any action or proceeding arising out of and/or related in any way to this Agreement shall be brought solely in a court of competent jurisdiction sitting in Collier County, Florida. The Receiving Party continues to agree and hereby irrevocably and unconditionally consents to the exclusive jurisdiction of any such court and hereby irrevocably and unconditionally waives any defense of an inconvenient forum to the maintenance of any action or proceeding in any such court, any objection to venue with respect to any such action or proceeding, and any right of jurisdiction on account of the place of residence or domicile of any party hereto. The Disclosing Party and the Receiving Party further agree that service of any process, summons, notice, or document by U.S. certified mail to their respective advertised and publicly known addresses shall be effective service of process for any action, suit, or proceeding brought in any such court. If any of these agreements, consents, conditions, terms, or provisions in this Agreement are found unlawful, void, or for any reason unenforceable, then that agreement, consent, condition, term, and/or provision will be considered severable from the remaining agreements, consents, conditions, terms, or provisions and will not affect the validity and enforceability of the remaining agreements, consents, conditions, terms, or provisions in this Agreement, and any and all remaining agreements, consents, conditions, terms, or provisions of this Agreement shall continue on in affect and be interpreted so as best to affect the full intent of the Disclosing Party (Merchant Doodle Inc.) and the Receiving Party. This Agreement may be adjusted, amended, changed, modified, or updated only by an agreement in writing duly executed by the party against which enforcement of any waiver, change, modification, consent, or discharge is sought. Please watch for updates regularly.
15. Acceptance and Execution by Disclosing Party “Merchant Doodle Inc.”
By 1) extending the necessary login link, 2) providing the available checkbox function associated with this Non-Disclosure and Confidentiality Agreement, 3) generating the provided unique username and password credentials required by the Receiving Party for successful login, and 4) enabling subsequent access to the password-protected and internally secured Proprietary and/or Confidential Information associated with this Agreement to the Receiving Party; the Disclosing Party herein agrees and executes this Non-Disclosure and Confidentiality Agreement in whole and in part.
16. Acceptance and Execution by Receiving Party
By 1) following the login link provided by the Disclosing Party, 2) checking the available checkbox function associated with this Non-Disclosure and Confidentiality Agreement, 3) utilizing the unique username and password credentials provided by the Disclosing Party required for login, and 4) subsequently gaining access to the password -protected internally secured Proprietary and/or Confidential Information associated with this Non-Disclosure and Confidentiality Agreement; the Receiving Party herein agrees and executes this Non-Disclosure and Confidentiality Agreement in whole and part.
FULLY EXECUTED NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT
Execution by the above stated actions constitutes the full requirements for complete execution of this Non-Disclosure and Confidentiality Agreement between the parties, thereby creating a legally binding Non-Disclosure and Confidentiality Agreement between the Disclosing Party and the Receiving Party.
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