Mutual Non-Disclosure Agreement: Pilot Program for Purchasing Recommendations
Parties
This Mutual Non-Disclosure Agreement ("Agreement") is between Liquid Sales LLC ("Company") and the retail store identified in the electronic acceptance below ("Store"). Company and Store are each a "Party." The Agreement takes effect on the date Store accepts it electronically ("Effective Date").
1. Purpose
The Parties wish to exchange information so that Store can take part in a pilot of Company's purchasing recommendation service and evaluate a possible ongoing relationship (the "Purpose").
2. Confidential Information
"Confidential Information" means non-public information one Party (the "Discloser") shares with the other (the "Recipient") in connection with the Purpose, in any form. For Store, this includes sales history, inventory levels, product costs, vendor terms and pricing, and customer or business information. For Company, this includes its software, data models, methods, algorithms, recommendations, reports, pricing, and business plans.
3. Exclusions
Confidential Information does not include information that (a) is or becomes public through no fault of the Recipient; (b) the Recipient already knew without a duty of confidentiality; (c) the Recipient receives lawfully from a third party without a duty of confidentiality; or (d) the Recipient develops independently without using the Discloser's Confidential Information.
4. Obligations
The Recipient will (a) use Confidential Information only for the Purpose; (b) not disclose it to anyone except its owners, employees, contractors and professional advisors who need to know it for the Purpose and are bound by confidentiality duties at least as protective as these; and (c) protect it with at least reasonable care. The Recipient may disclose Confidential Information if required by law or court order, after giving the Discloser prompt notice where legally allowed.
5. Use of Store Data
Company may use Store's data to provide the service to Store. Company may also combine Store's data with data from other stores to create aggregated, de-identified information ("Aggregated Data"). Aggregated Data will never identify Store, and any figure Company shares will reflect data from at least five (5) stores. Company owns Aggregated Data and may use, share, license or sell it to record labels, distributors and other industry partners, during and after this Agreement. Company will not share information that identifies Store, including Store's sales, inventory, costs or vendor terms, with any label, distributor, vendor or other third party without Store's written consent.
6. No License; No Obligation
Each Party keeps all rights in its own Confidential Information. Nothing in this Agreement grants a license to any patent, copyright, trade secret or other intellectual property, or obligates either Party to enter into any further agreement. All information is provided "as is."
7. Term and Return of Information
This Agreement lasts two (2) years from the Effective Date, and either Party may end it at any time with written notice (email is sufficient). Confidentiality obligations continue for three (3) years after the Agreement ends, and for trade secrets, for as long as they remain trade secrets. On request, the Recipient will return or destroy the Discloser's Confidential Information, except copies kept in routine backups or as required by law, which remain subject to this Agreement.
8. Remedies
Unauthorized use or disclosure may cause irreparable harm, so the Discloser may seek injunctive relief in addition to any other remedies available.
9. General
This Agreement is governed by the laws of the State of New York, without regard to conflict-of-law rules. It is the entire agreement between the Parties on this subject and may be changed only in writing accepted by both Parties. If any provision is unenforceable, the rest remains in effect.
10. Electronic Signature
Store accepts this Agreement by checking the agreement box and typing the signer's full legal name, title and Store's legal business name in Company's pilot enrollment page. The signer confirms they are authorized to bind Store. The Parties agree that this electronic acceptance is a valid signature and that the timestamped record of acceptance is evidence of it.