/Docs/G/NW-NDA/99/Demo/US_WorldCC_Acme-Quake.md
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Mutual Non-Disclosure Agreement for Consulting Discussion

Acme Incorporated
Quake Inc.
Effective Date: 2020-12-21


This Non-Disclosure Agreement is made on 2020-12-21 (the "Effective Date") between
    • Acme Incorporated,
    • a Delaware Corporation, (ELF Code: XTIQ) registered at Wilmington, Delaware, United States of America with the identity number 12345654321,
    • whose principal place of business is 75 State Street, Boston, MA 02109, United States of America,
    • represented by Ms. Abigail Altima, its President,
    • herein referred to as "Acme",
    • Quake Inc.,
    • a Delaware Corporation, (ELF Code: XTIQ) registered at Wilmington, Delaware, United States of America with the identity number LLC-564738291,
    • whose principal place of business is 233 Curtis Street, Menlo Park, CA 94025, United States of America,
    • represented by Mr. Solomon Shirley, its President and Chairman,
    • herein referred to as "Quake",
Each a "Party" and collectively the "Parties."




Recitals
The parties wish to discuss a possible consulting arrangement relating to contract automation.



  1. Defined terms
    1. Confidential Information: Non-public information belonging to a party. Trade secrets, information concerning business models, strategies, designs, customers and suppliers, consumer personal data and pricing in all cases are examples of Confidential Information.
    2. Purpose: to discuss a possible consulting arrangement relating to contract automation
    3. Discloser: The party providing Confidential Information to a Recipient during discussions or activities associated with the Purpose.
    4. Recipient: The party receiving Confidential Information from a Discloser.
  2. Confidential Information
    1. Exchange of Information
      1. The parties agree to exchange Confidential Information for the Purpose.
      2. The Recipient will protect the Confidential Information in accordance with this agreement.
      3. Each party retains all interest and proprietary rights in the Confidential Information it discloses and in any information or materials that it or the other party derives from that Confidential Information.
    2. Excluded information
      This agreement’s restrictions on the use and disclosure of Confidential Information do not apply to information that, without the breach of this agreement,
      1. is already known to the Recipient,
      2. is or becomes publicly known,
      3. is or subsequently comes into the possession of the Recipient from a third party without restrictions,
      4. is independently developed by the Recipient without the use of Confidential Information, or
      5. is expressly indicated as not confidential by the Discloser.
    3. Burden of proof
      The Recipient has the burden of proof relating to all exceptions to the definition of Confidential Information.
    4. Use of information
      1. The Recipient will hold in confidence all Confidential Information and use it solely for the Purpose.
      2. If the Discloser’s Confidential Information is incorporated into documents created by the Recipient, the portions of the new document containing the Confidential Information are protected in accordance with this Non-Disclosure Agreement.
    5. Standard of care
      The Recipient including any of its affiliates will protect the Confidential Information with reasonable care and as if it were its own.
    6. Duration of confidentiality
      1. The confidentiality obligation will continue indefinitely for:
        1. Trade secrets;
        2. Consumer personal information; and
        3. Proprietary software code.
      2. The confidentiality obligation will last until 2021-06-30, starting when Confidential Information is disclosed, for all other Confidential Information.
    7. Return or destruction of Confidential Information
      1. At the Discloser's request, the Recipient will promptly
        1. return to the Discloser all Confidential Information provided by the Discloser, or
        2. destroy all copies it made of any Confidential Information.
      2. If requested by the Discloser, the Recipient will deliver to the Discloser a certificate executed by the Recipient confirming compliance with the return or destruction obligation under this section.
  3. Disclosure of Confidential Information
    1. Permitted disclosure
      The Recipient may disclose Confidential Information to its officers, directors, employees, affiliates, representatives, agents and subcontractors who
      1. have a need-to-know in furtherance of the Purpose,
      2. have been informed of the confidentiality obligations of this agreement, and
      3. agree to be bound by confidentiality obligations at least as stringent as those contained in this agreement.
      The Recipient remains responsible for any acts or omissions of those persons or entities.
    2. Required disclosure
      1. Limited disclosure
        The Recipient may disclose Confidential Information if it is compelled to do so by law or regulation. The Recipient may in such case disclose the requested Confidential Information, but only to the extent necessary to satisfy the request.
      2. Notification of required disclosure
        Before disclosure, the Recipient will give the Discloser prompt written notice (if it is legally permitted to do so) and reasonably cooperate with the Discloser in seeking a protective order or other appropriate remedy.
  4. Unauthorized disclosure and confidentiality breach
    1. Notification of unauthorized disclosure
      The Recipient will promptly notify the Discloser if it discovers any loss or unauthorized disclosure of Confidential Information.
    2. Equitable remedies
      1. Acknowledgment of irreparable harm
        The parties acknowledge that breach or threatened breach of any of the obligations in this agreement would result in irreparable harm to the non-breaching party that cannot be adequately relieved solely by monetary damages.
      2. Equitable remedies
        The parties agree that a party facing a threatened or actual breach of this agreement by the other party may request from a court any applicable equitable remedies, including injunctive relief.
  5. General provisions
    1. Notices
      1. Method of notice
        The parties will give all notices and communications between the parties in writing by
        1. personal delivery,
        2. a nationally-recognized, next-day courier service, or
        3. first-class registered or certified mail postage prepaid,
        to the party's address specified in this agreement, or to the address that a party has notified to be its address for the purposes of this section.
      2. Receipt of notice
        A notice given under this agreement will be effective
        1. when the other party receives it, or
        2. if mailed, on the earlier of the day the other party receives it and the fifth business day after its mailing.
    2. Entire agreement
      This agreement represents the entire understanding between the parties with respect to its subject matter and supersedes any previous communication or agreements that may exist.
    3. Counterparts
      This Agreement may be signed in counterparts, each of which will be deemed to be an original, but all of which, taken together, constitute one and the same agreement.
    4. Assignment
      Neither party may assign this agreement without the other party's written consent.
    5. Amendment
      This agreement can be amended only by a document in writing signed by both parties.
    6. Waiver
      One party’s failure or neglect to enforce any of its rights under this agreement will not be deemed to be a waiver of that party's rights.
    7. Severability
      If any part of this agreement is declared unenforceable or invalid, the remainder will continue to be valid and enforceable.
    8. Governing law
      This agreement will be governed, construed, and enforced in accordance with the laws of the State of California, without regard to its conflict of laws rules.
    9. Termination
      Either party may terminate this agreement upon written notice to the other party.
    10. Ownership
      Each party retains all interest and proprietary rights in the Confidential Information it discloses and in any information or materials that it or the other party derives from that Confidential Information.
    11. No Warranty
      Neither party gives any warranties with respect to the Confidential Information it shares.


Signature
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
Acme Incorporated
("Acme")
By:


{xSignature}
Name: Abigail Altima
Title: President
Date: {Sign.YMD}
Signed at: Boston, Massachusetts, United States of America
  
Quake Inc.
("Quake")
By:


{xSignature}
Name: Solomon Shirley
Title: President and Chairman
Date: {Sign.YMD}
Signed at: Menlo Park, California, United States of America