(Recipient)
Name:
Title:
Date:
ACME Resources LLC (Discloser)
![]()
Name: Michael Yuan
Title: General Manager
Date:
This Non-Disclosure Agreement (the “Agreement”) is entered into as of between ACME Resources LLC, a TX LLC located at (the “Discloser”), and , a located at (the “Recipient”).
The Discloser wishes to share certain non-public information with the Recipient for the following purpose (the “Purpose”):
“Confidential Information” means non-public information disclosed by the Discloser to the Recipient in connection with the Purpose, whether disclosed orally, in writing, electronically, or by inspection, and whether or not marked as confidential, including business plans, financial information, customer and supplier data, product and technical information, trade secrets, and know-how. Confidential Information excludes information that (a) is or becomes public through no fault of the Recipient; (b) was rightfully in the Recipient’s possession before disclosure; (c) is independently developed by the Recipient without use of or reference to the Confidential Information; or (d) is rightfully obtained from a third party without confidentiality obligations.
The Recipient shall (a) use the Confidential Information solely for the Purpose; (b) protect the Confidential Information with at least reasonable care and no less than the care it uses to protect its own confidential information of like importance; (c) not disclose the Confidential Information to any third party except to its directors, officers, employees, contractors, and advisors who have a need to know for the Purpose and who are bound by confidentiality obligations at least as protective as those in this Agreement; and (d) not reverse engineer, decompile, or disassemble any materials disclosed by the Discloser. The Recipient is responsible for any breach of this Agreement by its representatives.
If the Recipient is required by law, regulation, or valid legal process to disclose any Confidential Information, it shall, where legally permitted, give the Discloser prompt written notice and reasonable cooperation so that the Discloser may seek a protective order or other appropriate remedy. The Recipient shall disclose only that portion of the Confidential Information that it is legally required to disclose.
No license or other right to any intellectual property is granted by this Agreement, and all Confidential Information remains the property of the Discloser. Upon the Discloser’s written request or termination of the Purpose, the Recipient shall promptly return or destroy all Confidential Information and certify such destruction in writing, except for copies retained in routine backup systems or as required by law, which remain subject to this Agreement.
This Agreement is effective on the Effective Date and continues until terminated by either party on written notice. The Recipient’s confidentiality obligations survive for year(s) after the disclosure of each item of Confidential Information, and obligations with respect to trade secrets continue for as long as the information remains a trade secret under applicable law.
The Recipient acknowledges that any breach of this Agreement may cause the Discloser irreparable harm for which monetary damages would be inadequate, and that the Discloser shall be entitled to seek injunctive and other equitable relief, in addition to all other remedies available at law or in equity, without the necessity of posting a bond.
This Agreement is governed by the laws of the State of TX, without regard to its conflict-of-laws rules. It constitutes the entire agreement between the parties on its subject matter, supersedes all prior understandings, may be amended only in a writing signed by both parties, and may be signed in counterparts, including by electronic signature.
Name:
Title:
Date:
Name: Michael Yuan
Title: General Manager
Date: