Confidentiality Agreement
Last Updated: June 4, 2023
THIS CONFIDENTIALITY AGREEMENT (the “Agreement”) is made effective as of today’s agreement date (the “Effective Date”), between Quark Club XYZ Inc. d/b/a CoFounder (”CoFounder”, "cofounderapp.com”, “we”, “us”, “our”, or the “Company”) with an address for this purpose at 750 Macdonough St, Apt 1, Brooklyn, NY 11233 (the “Disclosing Party”), and the user accepting this agreement (the “Receiving Party”).
BACKGROUND
The parties desire to engage in discussions and interactions facilitated by CoFounder in order to help the user find potential co-founders, founding members, advisors, consultants, and founding interns (the “Potential Interaction”).
In these discussions, certain confidential information may be shared between users.
To ensure that such information retains its confidential nature, and to ensure that the information is not used improperly or disclosed to unauthorized individuals, the parties enter into this Agreement.
AGREEMENT
1.
Definition of Confidential Information
1.1
“Confidential Information” includes all oral and written information, in tangible or intangible form, that CoFounder App or any of its users, officers, employees, or representatives provide, directly or indirectly, to the Receiving Party or any of its officers, employees, affiliates, or representatives in connection with the Potential Interaction. This includes, but is not limited to, personal data, professional credentials, business ideas, business plans, proprietary software, business strategies, customer lists, investor lists, sources of supply, salaries, and other information concerning employees, any product or service concepts, plans or proposals, or any other information that is of a confidential, proprietary, or non-public nature.
1.2
Confidential Information does not include information that:
(a) Was already known by the Receiving Party without any obligation of confidentiality before it was disclosed by the Disclosing Party;
(b) Is in the public domain or later enters the public domain through no wrongful act or omission of the Receiving Party;
(c) Is disclosed to the Receiving Party by a third party who, to the best knowledge of the Receiving Party, has the right to disclose the information without any obligation of confidentiality;
(d) Is independently developed by the Receiving Party without reference to any Confidential Information; or
(e) Is ascertainable from a visual inspection of the Disclosing Party’s products, services, or advertising or promotional material.
2.
Obligations of the Receiving Party
2.1
The Receiving Party must not discuss, disclose, or allow the discussion or disclosure of the Confidential Information to anyone other than the Receiving Party’s affiliates or representatives that have a legitimate need to know Confidential Information in connection with the Potential Interaction, without the prior written consent of the Disclosing Party;
2.2
The Receiving Party must not use any Confidential Information for any purpose other than in connection with the Potential Interaction, or as otherwise permitted under this Agreement, without the prior written consent of the Disclosing Party;
2.3
The Receiving Party must promptly notify CoFounder in writing of any improper disclosure or use of Confidential Information under this Agreement;
2.4
The Receiving Party must not contact, either directly or indirectly, any users, consultants, or affiliates of the Disclosing Party for any purpose relating to the Potential Interaction without the prior written consent of the Disclosing Party.
3.
Duration and Termination
This Agreement is effective as of the Effective Date and will remain in effect until the Receiving Party’s account is deleted, deactivated, or the agreement is otherwise terminated by either party. Notwithstanding any termination, the obligations of the Receiving Party hereunder shall survive and continue for a period of two (2) years from the date of termination.
4.
Return or Destruction of Confidential Information
4.1
Upon the termination of this Agreement or upon the Disclosing Party’s request, the Receiving Party must promptly destroy or return all tangible copies of Confidential Information to the Disclosing Party and erase any electronic copies of the Confidential Information from the Receiving Party’s systems, unless otherwise required by law.
4.2
The Receiving Party must also certify in writing to the Disclosing Party that it has complied with this obligation. Notwithstanding the return or destruction of the Confidential Information, the Receiving Party will continue to be bound by its obligations of confidentiality and other obligations hereunder.
5.
Non-Solicitation
During the term of this Agreement and for a period of one (1) year following the termination of this Agreement, the Receiving Party agrees not to solicit or induce any employee, consultant, or user of the Disclosing Party to terminate their relationship with the Disclosing Party or to otherwise cease their work in connection with the Potential Interaction.
6.
Remedies
The Receiving Party agrees that any breach or threatened breach of this Agreement may cause irreparable harm to the Disclosing Party for which damages may not be an adequate remedy, and, therefore, the Disclosing Party is entitled to seek equitable relief, including injunction and preliminary injunction, in addition to all other remedies available to it.
7.
No Warranty
All Confidential Information is provided “as is”. The Disclosing Party makes no warranties, expressed or implied, with respect to the accuracy, completeness, or performance of the Confidential Information, its merchantability, or its fitness for a particular purpose. The Receiving Party accepts all risks and responsibility for its use of the Confidential Information.
8.
Governing Law
This Agreement will be governed by and construed in accordance with the laws of the jurisdiction of New York State.
9.
Entire Agreement:
This Agreement constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes all prior communications, agreements, or understandings, written or oral, between the parties. No modification of this Agreement shall be binding unless in writing and signed by both parties.
By continuing to use CoFounder’s platform and services, you agree to abide by the terms of this Confidentiality Agreement.