1. Parties
This Mutual Non-Disclosure Agreement is entered into between Anton Payments, Inc., a Delaware corporation ("Anton Payments"), and the party identified in the applicable agreement or correspondence ("Counterparty" or "you"). Each party may be referred to individually as a "Party" and collectively as the "Parties."
2. Purpose
The Parties wish to engage in discussions, negotiations, or business activities that may require the disclosure of confidential and proprietary information. This Agreement establishes the terms and conditions under which such information will be shared and protected.
3. Definition of Confidential Information
Confidential Information means all non-public, proprietary, or confidential information disclosed by one Party (the "Disclosing Party") to the other Party (the "Receiving Party"), whether orally, in writing, electronically, or in any other form, including but not limited to:
- Business plans, strategies, and financial information
- Technical information, know-how, trade secrets, and proprietary methodologies
- Product specifications, designs, and development plans
- Customer lists, customer data, and business relationships
- Marketing plans, sales strategies, and pricing information
- Intellectual property, including patents, trademarks, copyrights, and trade secrets
- Software, code, algorithms, and technical documentation
- Financial data, revenue information, and business metrics
- Employee information, organizational structure, and personnel matters
- Any other information that is marked or designated as confidential or that would reasonably be considered confidential given the nature of the information and the circumstances of disclosure
4. Exclusions from Confidential Information
Confidential Information does not include information that:
- Is or becomes publicly available through no breach of this Agreement by the Receiving Party
- Was rightfully known by the Receiving Party prior to disclosure by the Disclosing Party, as evidenced by written records
- Is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information
- Is rightfully received by the Receiving Party from a third party without breach of any confidentiality obligation
- Is required to be disclosed by law, regulation, or court order, provided that the Receiving Party gives the Disclosing Party reasonable advance notice (where legally permissible) to allow the Disclosing Party to seek a protective order or other appropriate remedy
5. Obligations of Receiving Party
Each Party, as a Receiving Party, agrees to:
- Maintain Confidentiality: Hold and maintain the Disclosing Party's Confidential Information in strict confidence and not disclose it to any third party without the Disclosing Party's prior written consent
- Use Limitation: Use the Disclosing Party's Confidential Information solely for the purpose of evaluating, discussing, or engaging in the potential business relationship or transaction between the Parties
- Protection: Take reasonable precautions to protect the confidentiality of the Disclosing Party's Confidential Information, using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care
- Restricted Access: Restrict access to the Disclosing Party's Confidential Information to its employees, agents, consultants, and advisors who have a need to know such information for the permitted purpose and who are bound by confidentiality obligations at least as restrictive as those in this Agreement
- No Reverse Engineering: Not reverse engineer, decompile, or disassemble any software or technology provided as Confidential Information
- Return or Destroy: Upon the Disclosing Party's written request, or upon termination of discussions or this Agreement, promptly return or destroy all copies of the Disclosing Party's Confidential Information, except that the Receiving Party may retain copies in its legal or compliance files as required by law or its document retention policies
6. Permitted Disclosures
A Receiving Party may disclose Confidential Information to:
- Its employees, officers, directors, and advisors who have a legitimate need to know such information and who are bound by confidentiality obligations
- Potential investors, acquirers, or financing sources in connection with due diligence, provided that such parties are bound by confidentiality obligations at least as restrictive as those in this Agreement
- Professional advisors (attorneys, accountants, consultants) who are bound by professional obligations of confidentiality
- As required by law, regulation, or court order, after providing reasonable advance notice to the Disclosing Party (where legally permissible)
The Receiving Party shall be responsible for any breach of this Agreement by its employees, agents, consultants, advisors, or other representatives.
7. No License or Warranty
No License: This Agreement does not grant either Party any rights, licenses, or ownership in the other Party's Confidential Information. All Confidential Information remains the property of the Disclosing Party.
No Warranty: The Disclosing Party makes no representation or warranty, express or implied, regarding the accuracy, completeness, or usefulness of any Confidential Information disclosed hereunder.
8. Term and Termination
Term: This Agreement shall remain in effect for a period of three (3) years from the date of last disclosure of Confidential Information, or until terminated by either Party upon thirty (30) days' written notice to the other Party.
Survival: The obligations of confidentiality and non-use shall survive termination of this Agreement and shall continue for the period specified above, or for trade secrets, until such information becomes publicly available through no breach of this Agreement.
9. Remedies
Each Party acknowledges that a breach of this Agreement may cause irreparable harm to the Disclosing Party for which monetary damages would be inadequate. Therefore, the Disclosing Party shall be entitled to seek injunctive relief and other equitable remedies to enforce this Agreement, in addition to any other remedies available at law or in equity.
The prevailing Party in any action to enforce this Agreement shall be entitled to recover its reasonable attorneys' fees and costs from the non-prevailing Party.
10. No Obligation to Proceed
This Agreement does not create any obligation on either Party to enter into any business relationship, transaction, or agreement. Either Party may terminate discussions at any time for any reason, with or without cause.
11. Return of Materials
Upon request by the Disclosing Party, or upon termination of discussions or this Agreement, the Receiving Party shall promptly return or destroy all documents, materials, and other tangible embodiments of the Disclosing Party's Confidential Information, and all copies thereof. The Receiving Party may retain copies in its legal or compliance files as required by law or its document retention policies, provided that such retained copies remain subject to the confidentiality obligations of this Agreement.
12. Independent Development
Nothing in this Agreement shall prevent either Party from independently developing, acquiring, or marketing products or services that may be competitive with those of the other Party, provided that such development does not use or rely on the other Party's Confidential Information.
13. No Publicity
Neither Party shall issue any press release or make any public announcement regarding the existence of this Agreement or the discussions between the Parties without the prior written consent of the other Party, except as required by law or regulation.
14. General Provisions
14.1 Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions.
14.2 Entire Agreement
This Agreement constitutes the entire agreement between the Parties regarding the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, or communications, whether oral or written.
14.3 Modifications
This Agreement may only be modified by written agreement signed by both Parties.
14.4 Severability
If any provision of this Agreement is found to be unenforceable or invalid, such provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.
14.5 Waiver
No waiver of any provision of this Agreement shall be effective unless in writing and signed by the Party against whom the waiver is sought to be enforced. No failure or delay by either Party in exercising any right hereunder shall operate as a waiver thereof.
14.6 Assignment
Neither Party may assign this Agreement without the prior written consent of the other Party, except that either Party may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets.
14.7 Counterparts
This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Electronic signatures shall be deemed valid and binding.
15. Contact Information
For questions about this Mutual Non-Disclosure Agreement, please contact:
Anton Payments, Inc.
Legal Department
Email: legal@antonpayments.com
Business Development: business@antonpayments.com