In connection with the "Business Purpose" described below, AUS Information Systems, LLC (“AUS”) and this Mutual Non-Disclosure Agreement (NDA) is presented to you, the Customer, as part of the purchase and transaction process. By clicking the "I Agree" or equivalent button on simpliot.com, you acknowledge and agree to be bound by the terms and conditions contained herein. This digital action constitutes your acceptance of this Agreement as effectively as a handwritten signature.
1. Definitions
- Affiliate means any entity controlled by, under common control with, or controlling Recipient through voting stock or its board of directors or other supervisory board.
- Authorized Person means Recipient’s or its Affiliate’s employees, officers, legal counsel, members of Recipient's board of directors or supervisory board, and independent contractors, each of whom Recipient requires to comply with the obligations of Recipient under this Mutual Non-Disclosure Agreement.
- Confidential Information means information, other than Trade Secrets, that is of value to its Owner (or a third party providing such information to Owner) and is treated as confidential.
- Owner means the party disclosing Proprietary Information to the other party to this Mutual Non-Disclosure Agreement.
- Proprietary Information means Trade Secrets and Confidential Information of the Owner (or of a third party providing such information to the Owner).
- Recipient means the party who receives Proprietary Information under this Mutual Non-Disclosure Agreement, including Authorized Persons.
- Third Party means any person other than an Authorized Person.
- Trade Secrets means information constituting a trade secret within the meaning of Section 10-1-761(4) of the Georgia Trade Secrets Act of 1990, as amended.
2. Term
The term of this Mutual Non-Disclosure Agreement shall commence upon clicking the “I Agree” or equivalent button on simpliot.com and continue thereafter for three (3) years.
3. Proprietary Information
- Recipient agrees to hold all Proprietary Information in trust and confidence and will not at any time, directly or indirectly, furnish or divulge any of the Proprietary Information to a Third Party. Recipient shall exercise reasonable care to prevent disclosure of the Proprietary Information to a Third Party. Recipient may only disclose the Proprietary Information to an Authorized Person with a need to know such information in connection with the Business Purpose. Recipient shall not exploit or attempt to exploit in any way or manner whatsoever the Proprietary Information for its own private benefit or for the benefit of any person, firm or entity other than the Owner. Recipient shall notify the Owner immediately upon discovery of any unauthorized use or disclosure of the Proprietary Information.
- The obligations under this Mutual Non-Disclosure Agreement do not apply if and to the extent Recipient establishes that: (i) the information disclosed to Recipient was already known to Recipient, without obligation to keep it confidential, at the time of its receipt from Owner, as evidenced by documents in the possession of Recipient prepared or received prior to disclosure of such information; (ii) the information was received by Recipient in good faith from a third party lawfully in possession thereof without obligation to keep such information confidential and without requiring Recipient to keep the information confidential; (iii) the information was publicly known at the time of its receipt by Recipient or has become publicly known other than by a breach of this Mutual Non-Disclosure Agreement; (iv) the information was independently developed by Recipient without use of Owner’s Proprietary Information; or (v) the information is required to be disclosed by applicable statute or regulation or by judicial or administrative process, provided that Recipient shall use reasonable efforts under the circumstances to notify the Owner of such requirement so as to provide the Owner the opportunity to obtain such protective orders or other relief as the compelling Court or other entity may grant.
- Recipient will not make copies of any written Proprietary Information except as required in connection with the Business Purpose.
- If the Proprietary Information comprises software, then Recipient shall not copy, reverse engineer, or decompile such software.
- At the conclusion of the discussions between the parties regarding the Business Purpose, or upon demand by either party, all Proprietary Information in Recipient’s possession or control shall be returned to the Owner or destroyed by Recipient.
- The Recipient of the confidential information hereby agrees that the pricing information provided by AUS is proprietary and constitutes trade secrets of AUS. The Recipient affirms that their intent in entering this Agreement is genuine and not for the purpose of gaining access to pricing information as a competitor or representing a competitor for competitive advantage. The Recipient agrees not to access, or attempt to access, the pricing information provided by AUS using any fictitious, fraudulent, or misleading names, email addresses, or mobile numbers. Any such attempt will be considered an intentional breach of this Agreement and will subject the Recipient to legal action for damages, including but not limited to those arising from unfair competition and misappropriation of trade secrets. Furthermore, AUS reserves the right to verify the identity of the Recipient and deny access to the pricing information should AUS have reasonable grounds to suspect that the information provided by the Recipient is false, misleading, or associated with a competitor.
4. Ownership
Recipient acknowledges and agrees that the Proprietary Information of Owner is the sole and exclusive property of Owner (or a third party providing such information to Owner) and that Owner (or a third party providing such information to Owner) owns all world wide copyrights, trade secret rights, confidential and proprietary information rights, and all other proprietary rights therein. Recipient acknowledges and agrees that the disclosure of the Proprietary Information to Recipient does not confer upon Recipient any license, interest or rights of any kind in or to the Proprietary Information.
5. Warranty Disclaimer
THE TRADE SECRETS AND CONFIDENTIAL INFORMATION ARE PROVIDED AS IS WITHOUT ANY WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE.
6. Remedies
Recipient acknowledges and agrees that the remedies at law for breach of any covenant in this Mutual Non-Disclosure Agreement may be inadequate and that Owner shall be entitled to injunctive relief for any breach of this Mutual Non-Disclosure Agreement by Recipient. Nothing herein shall be construed as limiting Owner’s right to any other remedies at law, including the recovery of damages for breach of this Mutual Non-Disclosure Agreement.
7. Governing Law
This Mutual Non-Disclosure Agreement shall be governed by and construed and interpreted in accordance with the laws of the State of Georgia, without giving effect to its conflict of law rules.
8. Counterparts; Signatures
This Mutual Non-Disclosure Agreement may be executed in several counterparts and all counterparts so executed shall constitute the agreement of the parties notwithstanding that they are not signatory to the original or to the same counterpart. A counterpart may be delivered via telecopy and the telecopy received will be deemed to be an original.
9. Entire Agreement
This Mutual Non-Disclosure Agreement expresses the sole and entire agreement between the parties with respect to the exchange of Proprietary Information between the parties in connection with the Business Purpose and supersedes all prior discussions, representations, agreements and understandings regarding the disclosure of Proprietary Information in connection the Business Purpose. This Mutual Non-Disclosure Agreement shall inure to the benefit of each party and any of their respective successors. The parties have caused this Mutual Non-Disclosure Agreement to be executed by their authorized representatives.
Business Purpose: Discussions about pricing, product, solutions, material, mobile network operators relationships, SaaS based device management solutions, billing systems, ecommerce, network monitoring, third party logistics, kitting and staging and any services offered or resold into the market.