Non-Disclosure Agreement with Dave Sqrd LLC

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You are hereby acknowledging you are entering into a Non Disclosure agreement between yourself and Dave Sqrd LLC. For any entities you own that will be involved please fill out another NDA with the LLC/INC's information.

Dave Sqrd LLC

21 Ridgeview Way

Allentown, NJ 08501
("Receiving Party")

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NDA Agreement

1. Purpose of the Agreement

The Receiving Party understands that the Disclosing Party has disclosed or may disclose information relating to [describe business, technology, project, etc.] which is confidential and proprietary to the Disclosing Party ("Confidential Information"). The Receiving Party agrees that this information must be kept in confidence.

2. Definition of Confidential Information

"Confidential Information" includes all data or information, whether in written, oral, or electronic form, that is not generally known to the public and which the Disclosing Party wishes to protect against unrestricted disclosure. This includes, but is not limited to, business plans, financial data, technical information, product designs, marketing strategies, and client information.

3. Obligations of Receiving Party

The Receiving Party agrees:

• To hold the Confidential Information in confidence and to take all reasonable precautions to protect such information.

• Not to use or disclose the Confidential Information for any purpose other than for the purpose of [specific business purpose or project].

• To limit disclosure of the Confidential Information within its organization to only those employees or agents who are required to know the information for the purpose stated above.

4. Term and Termination

This Agreement will remain in effect for a period of 4 years from the date of the last disclosure of Confidential Information. Upon termination, the Receiving Party shall return or destroy all copies of Confidential Information.

5. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.

6. Data Handling and Privacy Compliance

6.1. Compliance with Applicable Privacy Laws: The Receiving Party acknowledges that the Disclosing Party may be subject to various privacy laws and regulations, including but not limited to the General Data Protection Regulation (GDPR) if Personal Data of individuals within the European Economic Area, the United Kingdom, or Switzerland is disclosed, and the California Consumer Privacy Act (CCPA), as amended by the California Privacy Rights Act (CPRA), if Personal Data of California residents is disclosed (collectively, "Applicable Privacy Laws"). The Receiving Party agrees to handle any Personal Data (as defined under Applicable Privacy Laws) disclosed by the Disclosing Party strictly in accordance with all Applicable Privacy Laws.

 

6.2. Purpose Limitation: The Receiving Party shall only Process (as defined under Applicable Privacy Laws) the disclosed Confidential Information that constitutes Personal Data for the specific purpose of evaluating, pursuing, or performing the business relationship contemplated by this Agreement and shall not Process such Personal Data for any other purpose without the express prior written consent of the Disclosing Party.

 

6.3. Data Minimization: The Receiving Party shall only collect, access, and Process the minimum amount of Personal Data necessary to achieve the Permitted Purpose.

 

6.4. Security Measures: The Receiving Party shall implement and maintain reasonable and appropriate technical and organizational measures to ensure a level of security appropriate to the risk, including but not limited to protection against accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Personal Data transmitted, stored, or otherwise Processed. These measures shall be at least as protective as the measures the Receiving Party applies to its own confidential and sensitive information and shall, at a minimum, comply with the requirements of Applicable Privacy Laws.

 

6.5. Confidentiality of Personal Data: All Personal Data disclosed hereunder shall be treated as strictly Confidential Information and shall not be disclosed to any third party without the Disclosing Party's prior written consent, except to those of the Receiving Party's employees, contractors, or agents who have a need to know for the Permitted Purpose and are bound by confidentiality obligations no less restrictive than those contained herein.

 

6.6. Data Subject Rights: To the extent that the Receiving Party Processes Personal Data subject to Applicable Privacy Laws, the Receiving Party shall reasonably cooperate with the Disclosing Party in facilitating the exercise of data subjects' rights under such laws, including but not limited to rights of access, rectification, erasure, restriction of processing, and data portability. The Receiving Party shall promptly notify the Disclosing Party of any request from a data subject related to Personal Data disclosed under this Agreement.

 

6.7. Cross-Border Transfers: The Receiving Party shall not transfer any Personal Data disclosed hereunder outside of the originating jurisdiction (e.g., the EEA for GDPR, California for CCPA) unless appropriate safeguards as required by Applicable Privacy Laws are in place, including but not limited to Standard Contractual Clauses approved by the relevant authorities or other legally recognized transfer mechanisms. The Receiving Party shall inform the Disclosing Party of any such intended transfers and the safeguards implemented.

 

6.8. Data Breach Notification: The Receiving Party shall promptly notify the Disclosing Party upon becoming aware of any actual or suspected Personal Data breach affecting Personal Data disclosed under this Agreement, and shall provide the Disclosing Party with all necessary information and assistance to comply with its obligations under Applicable Privacy Laws regarding such breaches.

 

6.9. Audits and Compliance: Upon the Disclosing Party's reasonable request and subject to confidentiality obligations, the Receiving Party shall allow the Disclosing Party to audit its data handling practices to ensure compliance with this Section and Applicable Privacy Laws.

 

6.10. Return or Destruction of Personal Data: Upon the termination or expiration of this Agreement or at the Disclosing Party's earlier written request, the Receiving Party shall, at the Disclosing Party's option, either securely return or securely destroy all Confidential Information that constitutes Personal Data, and shall provide written certification of such destruction if requested. The Receiving Party shall not retain any copies of such Personal Data unless legally required to do so, in which case it shall continue to protect the confidentiality and security of such Personal Data in accordance with this Agreement and Applicable Privacy Laws.

6.11. Indemnification: The Receiving Party agrees to indemnify, defend, and hold harmless the Disclosing Party from and against any and all claims, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to the Receiving Party's breach of this Section 6 or its failure to comply with Applicable Privacy Laws with respect to Personal Data disclosed by the Disclosing Party. Key elements of this clause:

7. Acknowledgment

By signing below, the Receiving Party acknowledges that they have read, understand, and agree to be bound by the terms of this Agreement.