This Mutual Non-Disclosure Agreement (this “Agreement”) is entered into as of th. (on the bottom) day of (on the bottom) 2025, by and between (Jose Pagan) and (buyers name on the bottom) to allow the parties to exchange certain confidential and proprietary information (“Information”) relating to evaluating a possible business transaction or other relationship between the parties (the “Purpose”), pursuant to the terms and conditions set forth in this Agreement herein each referred to “Parties” as the case may be as the information is exchanged, and collectively as the “parties”
1. Definitions. The term “Information” as used herein shall include (i) all information or data received by one party from the other on or after the date of this Agreement relating in any way to the Purpose or to the business or operations of the other party and (ii) the fact that Information has been delivered or provided and the fact that any discussions or negotiations are occurring, will occur, or have occurred between the parties. The term “Information” does not include information which, as demonstrated through written records: (i) becomes generally available to the public other than as a result of an improper disclosure by a party or any of its directors, officers, employees, representatives affiliates, advisors, consultants, agents and similarly situated organizations or individuals (“Designated Persons”), (ii) was independently and entirely developed by a receiving party before the date of this Agreement, or (ii) becomes available on a non-confidential basis from a source other than the disclosing party, provided that such source is not known by the receiving party to be bound by a confidentiality agreement or other obligation of secrecy.
2. Terms. The terms set forth in this Section relating to the protection of Confidential Information comprising trade secrets are perpetual and are not limited in duration, and the Recipient’s obligations under this Agreement regarding the protection of trade secrets survive termination of this agreement accordingly unless a trade secret release is authorized in a separate writing by the Disclosure. The terms set forth in this Section relating to the protection of Confidential Information that does not comprise trade secrets are protectable under this Agreement for three (3) years from its Effective Date, and the Recipient’s obligations under this Agreement regarding the protection of such Confidential Information survive termination of this Agreement accordingly.
3. Restrictions on Use of Information. In consideration for the disclosing party furnishing the receiving party with the Information, the receiving party agrees that the Information will be used solely for the receiving party to provide or evaluate a business proposal to or from the disclosing party relating to the Purpose, and that, except to the extent required by law, judicial process or government regulation, the Information will be kept confidential by the receiving party and its Designated Persons and will not be disclosed to any other party; provided, however, that: (i) any of such Information may be disclosed to Designated Persons who need to know such information for the purpose of providing a proposal to The disclosing party (it being understood that such Designated Persons are obligated to treat such Information confidentially and that The receiving party shall be responsible for the failure of any Designated Person to keep such Information confidential, and (ii) any disclosure of such Information may be made to which the disclosing party consents in advance and in writing. Without limiting the foregoing, under no circumstances may the receiving party; (1) use any Information in connection with the receiving party’s business or connection with any business relationships with third parties, or (2) enter into any business transaction with any third party introduced to the receiving party by the disclosing party in connection with the Purpose.
4. Legally Compelled Disclosure. In the event that the receiving party or its Designated Persons are 1 requested or become legally compelled (by oral questions, interrogatories, request for information or documents, subpoena, civil investigative demand, or similar process, or under the provision of applicable law or regulation) to disclose any of the Information or the fact that the Information has been made available, it is agreed that the receiving party will provide the disclosing party with prompt written notice of such request(s) so that the disclosing party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. In the event that such protective order or other remedy is not obtained, or that the disclosing party waives compliance with the provisions of this Agreement, the receiving party agrees to furnish only that portion of the Information which, based upon the advice of the receiving party’s counsel, the receiving party is compelled to disclose and will exercise commercially reasonable efforts to obtain reliable assurance that confidential treatment will be accorded to that portion of the Information that is being disclosed.
5. Other Activities. The receiving party acknowledges and agrees that the disclosing party may be considering other transactions or business activities, with or without the involvement of third parties, which may be similar to and/or compete with the activities of the receiving party, and vice versa, and nothing herein shall in any way limit a party’s right to continue to consider, to implement or to consummate any such transactions or activities.
6. Availability of Injunctive or other Equitable Relief. The receiving party agrees that should it or its Designated Persons breach this Agreement, remedies at law would be inadequate, and that the disclosing party will be entitled as a matter of right to injunctive or other equitable relief, without proof of actual damages to the extent permitted by law and that irreparable injury shall be presumed to the extent permitted by law. The receiving party further agrees to waive any requirement for security or the posting of any bond in connection with such remedy. Such remedy shall not be deemed to be the exclusive remedy for breach of this Agreement, but shall be in addition to all other remedies available at law or in equity. The violation of the terms of this Agreement by any Designated Person shall be deemed to be a breach of this Agreement by the receiving party.
7. No Representations or Warranties for Information. The receiving party understands and acknowledges that neither the disclosing party nor any of its representatives or affiliates make any representation or warranty, express or implied, as to the accuracy or completeness of the Information or any other information provided to the receiving party. The receiving party agrees that neither the disclosing party nor any of its representatives or affiliates shall have any liability to the receiving party or any of its Designated Persons relating to or resulting from the use of the Information or any other information provided to the receiving party.
8. Return of Information. In the event that the parties do not proceed with a business relationship, or upon such request by the disclosing party, the receiving party shall promptly redeliver to the disclosing party all written Information furnished by (or on behalf of) the disclosing party and will not retain any copies, extracts or other reproductions in whole or in part of such written material. All documents, memoranda, notes, and other writings whatsoever prepared by the receiving party or its Designated Persons based on the Information shall be held and kept confidential and subject to the terms of this Agreement or, if requested by the disclosing party, shall be destroyed, and such destruction shall be certified in writing to the disclosing party by an authorized officer supervising such destruction.
9. No Waiver; Modifications. It is agreed that no failure or delay by either party in exercising any right, power, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial 2 exercise thereof preclude any other or further exercise thereof or the exercise of any right, power, or privilege hereunder. The agreements set forth in this Agreement may be modified or waived only by a separate writing between the disclosing party and the receiving party expressly so modifying or waiving such agreements.
10. Law; Jurisdiction; Venue. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to principles of conflicts of law. The parties agree to the exclusive venue for any litigation initiated related to this Agreement in the state court located in Suffolk County, New York, and the federal courts having jurisdiction. THE RECEIVING PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT. In the event any provision of this Agreement shall be held by a court of competent jurisdiction to be invalid, void, or otherwise unenforceable, the remaining provisions shall remain enforceable to the fullest extent permitted by law.
11. Notice; Counterparts; Assignment. All notices under this Agreement shall be (i) in writing, (ii) delivered by hand (with written confirmation of receipt), by overnight courier, or by registered or certified mail (return receipt requested), to the address set forth below or to such other address as either party shall specify by a written notice to the other given in accordance with this subsection, and (iii) deemed given upon receipt if delivered by hand or overnight courier, and deemed given three (3) business days after the posting thereof if sent by registered or certified mail. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall constitute but one agreement. This Agreement shall be binding upon and for the benefit of the parties and their respective successors and assigns, provided, however, that this Agreement may not be assigned by either party without the prior written consent of the other party. Witness the following signatures and seals as of the date set forth above.
