Non-disclosure Agreement Request Form

Non-disclosure Agreement Request Form

Enter your contact information & electronic signature below in order to receive a Non-disclosure Agreement from LIFOPro. Your NDA will be emailed to you within 24 hours of receipt of submitting this form. NOTE: Prior to submitting this form, please review the NDA terms & conditions shown at the bottom of this page.

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UNILATERAL NON-DISCLOSURE AGREEMENT

This Non-Disclosure Agreement (the “Agreement”) is made and entered into as of the latter of the two signature dates below by and between (1) LIFO-PRO, Inc. (“LIFO-PRO” or “Receiving Party”) & (2) the Disclosing Party.

1. Definition of Confidential Information
“Confidential Information” means non-public information that a party to this Agreement (“Disclosing Party”) designates as being confidential to the party that receives such information (“Receiving Party”) or which, under the circumstances surrounding disclosure ought to be treated as confidential by the Receiving Party.

LIFO-PRO recognizes Confidential Information to be any information, personal data, or proprietary information or material which is communicated orally, in writing or through electronic means that it receives from the Disclosing Party, whether or not owned or developed by the Disclosing Party.

2. Obligations Regarding Confidential Information
LIFO-PRO pledges not to disclose any information to which it has access in the process of performing services for or providing software access & usage rights to the Disclosing Party. LIFO-PRO also agrees to only request of the Disclosing Party information necessary to carry out the actions requested by the Disclosing Party.

LIFO-PRO shall process information and data provided in accordance with the instructions given by the Disclosing Party and shall refrain from recording, reproducing, or storing data for superfluous reasons. This prohibition affects both hard-copy data and data on any electronic, magnetic, analogue or digital medium. Under no circumstances may it disclose such data to third parties without written authorization from the Disclosing Party, even merely for safekeeping.

LIFO-PRO recognizes that the duties of secrecy and non-disclosure continue to apply indefinitely even after all service engagements or software license agreements have terminated. Additionally, the Receiving Party shall not use the Confidential Information in any work performed by it or any other person, firm, or entity.

LIFO-PRO undertakes to take and maintain the technical and organizational steps required to guarantee data security and prevent their alteration, loss and unauthorized processing or access, at least as great as the precautions it takes to protect its own Confidential Information, but in no event less than a reasonable standard of care, to keep confidential the Confidential Information. These steps refer to the files, processing centers, premises, equipment, systems, programs and people involved in processing.

In the event that the Disclosing Party engages LIFO-PRO to provide services or software, LIFO-PRO agrees to return all of the Disclosing Party’s raw data upon the Disclosing Party’s written request. LIFO-PRO does not agree to hand back and destroy copies of completed tax returns, as the American Institute of Certified Public Accountants and the Association for Accounting Administration both dictate that best practice is to keep this work on hand.

3. Rights and Remedies
LIFO-PRO shall notify the undersigned Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by an employee of LIFO-PRO, and will cooperate with the Disclosing Party in every reasonable way to help the Disclosing Party to regain possession of the Confidential Information and prevent its further unauthorized use or disclosure. LIFO-PRO shall bear the burden of any damages arising from negligence and/or lack of confidentiality, improper use, processing or communication of personal data, or any other infringement of data protection rules. The full extent of these damages shall be determined by a court of competent jurisdiction.

4. Equitable Relief
The parties agree that any breach of the confidentiality obligations of this Agreement will result in irreparable damage to the Disclosing Party for which it will have not adequate remedy at law. Therefore, it is agreed that the Disclosing Party shall be entitled to equitable relief, including an injunction enjoining any such breach by any court of competent jurisdiction, and recipient party agrees to pay all attorneys’ fees and other costs incurred by the Disclosing Party to secure such injunction. Such injunction shall be without prejudice to any other right or remedy to which the Disclosing Party may be entitled, including but not limited to any damages resulting from a party’s breach of the confidentiality obligations under the Agreement. Any failure or delay in exercising any right, power, or privilege hereunder shall not operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power, or privilege thereunder.

5. Non-Solicitation
To the fullest extent permitted under applicable law, from the date of this Agreement until twelve (12) months after the termination of this Agreement for any reason (the “Restricted Period”), Receiving Party will not, without the Disclosing Party’s prior written consent, directly or indirectly, solicit any of the Disclosing Party’s employees to leave their employment, or attempt to solicit employees of the Disclosing Party, either for the Receiving Party or for any other person or entity. The Receiving Party agrees that nothing in this provision shall affect the Receiving Party’s continuing obligations under this Agreement during and after this twelve (12) month period.
6. Termination of Agreement
The term of this Agreement shall commence as of the date first written above and continue for twelve (12) months from the date of signing. A party may terminate this Agreement at any time upon written notice to the other party. The covenants and obligations of the parties as set forth in this Agreement shall survive the termination of the Agreement.