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EVENT TECHNOLOGY SOLUTIONIST

Non-Disclosure, Non-Circumvent

Purpose
This Mutual Non-Disclosure and Non-Circumvent Policy ("Policy") establishes the obligations of both the white-label freelance contractor ("Contractor") and the client ("Client") regarding the confidentiality of shared information and the protection of business relationships. The purpose is to safeguard the interests of both parties, ensuring that all proprietary information and business dealings are handled with the utmost confidentiality and integrity.


Scope
This Policy applies to all confidential information exchanged between the Contractor and the Client and governs the business relationships introduced during the course of their professional engagement.


1. Mutual Non-Disclosure (NDA) Provisions
1.1 Confidential Information

  • Definition: "Confidential Information" includes any and all non-public, proprietary, or sensitive information disclosed by either party, whether in written, oral, electronic, or other forms, including but not limited to business plans, customer lists, financial data, strategies, technical data, trade secrets, and other information that is not generally known or accessible to the public.

  • Obligations: Both parties agree to:

    • Maintain the confidentiality of the Confidential Information.

    • Not disclose the Confidential Information to any third party without the prior written consent of the other party.

    • Use the Confidential Information solely for the purpose of fulfilling the obligations and services under the agreed engagement.

1.2 Exclusions
Confidential Information does not include information that:

  • Is or becomes publicly available without breach of this Policy.

  • Was already in the receiving party's possession before disclosure.

  • Is independently developed by the receiving party without the use of the Confidential Information.

  • Is obtained from a third party who has the right to disclose it without breach of confidentiality.

1.3 Duration of Confidentiality

  • Term: The obligation to protect Confidential Information shall remain in effect during the term of the professional engagement and continue for a period of [two years] after the termination of the engagement, or as long as the information remains confidential, whichever is longer.

1.4 Return or Destruction of Information
Upon termination of the engagement or upon request by either party, all Confidential Information, including copies and reproductions, must be returned or destroyed, and the receiving party must certify in writing that all such materials have been returned or destroyed.


2. Mutual Non-Circumvent Provisions
2.1 Non-Circumvention Agreement

  • Direct Engagement: Both parties agree not to directly engage or attempt to engage in business with any third party introduced by the other party without obtaining prior written consent from the introducing party.

  • Solicitation Prohibition: Neither party shall solicit or accept business from any third parties introduced by the other party for their own benefit or the benefit of any third party, unless conducted through the introducing party.

2.2 Duration of Non-Circumvention

  • Term: The non-circumvent provisions are in effect during the term of the professional engagement and for a period of [two years] following the termination of the engagement.

2.3 Exceptions

  • Written Consent: Either party may engage directly with a third party introduced by the other, provided they obtain explicit written consent from the introducing party.

  • Pre-Existing Relationships: This Policy does not apply to relationships with third parties that were established independently prior to the engagement.

3. Breach and Remedies
3.1 Notification of Breach
If either party becomes aware of a breach of this Policy, whether by themselves or the other party, they must immediately notify the other party and take all necessary steps to mitigate the breach.
3.2 Consequences of Breach

  • Legal Action: A breach of the Non-Disclosure or Non-Circumvent provisions may result in legal action, including claims for damages, injunctive relief, and any other remedies available under the law.

  • Termination of Engagement: Either party may terminate the engagement immediately upon discovering a breach of this Policy, without any obligation to provide further compensation or services.

4. Mutual Indemnification
Each party agrees to indemnify and hold harmless the other party from any and all claims, damages, losses, and expenses, including attorney's fees, arising out of or resulting from a breach of this Policy.


5. Governing Law
This Policy shall be governed by and construed in accordance with the laws of the state of Nevada, without regard to its conflict of law principles.


6. Acknowledgment and Acceptance
By signing below, both parties acknowledge that they have read, understood, and agree to comply with all the terms and conditions of this Mutual Non-Disclosure and Non-Circumvent Policy.

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