Non-Disclosure Agreement (NDA)

 

This Non-Disclosure Agreement (“Agreement”) is entered into as of today by and between:

Disclosing Party: Cosmore Florida Corp, with its principal offices at 1200 Brickell Ave Ste 250, Miami FL 33131,
Receiving Party: Any individual who checks the box indicating acceptance of this Non-Disclosure Agreement (NDA), thereby agreeing to the terms and conditions outlined herein.

1. Confidential Information

For the purpose of this Agreement, “Confidential Information” refers to all non-public, confidential, or proprietary information disclosed by the Disclosing Party to the Receiving Party, either directly or indirectly, in writing, orally, or by inspection of tangible objects, including but not limited to:

  • Business plans, strategies, and projections.
  • Marketing and sales information.
  • Financial data, reports, and projections.
  • Trade secrets, patents, trademarks, and copyrights.
  • Any other information marked as confidential.

2. Obligations of the Receiving Party

The Receiving Party agrees:

  • To maintain the confidentiality of the Confidential Information and to not disclose it to any third party without the prior written consent of the Disclosing Party.
  • To use the Confidential Information solely for the purpose of [State the Purpose, e.g., evaluating a business opportunity, joint venture, etc.].
  • To take all reasonable steps to protect the Confidential Information from unauthorized disclosure or use.

3. Exclusions from Confidential Information

The obligations of the Receiving Party under this Agreement shall not apply to Confidential Information that:

  • Is or becomes publicly available through no fault of the Receiving Party.
  • Was already known to the Receiving Party at the time of disclosure by the Disclosing Party.
  • Is disclosed to the Receiving Party by a third party not in violation of any legal obligation.
  • Is independently developed by the Receiving Party without reference to the Confidential Information.

4. Term and Termination

This Agreement shall remain in effect for a period of 10 years from the date of execution. Either party may terminate this Agreement by providing written notice to the other party. However, the Receiving Party’s duty to maintain the confidentiality of the Confidential Information shall continue after the termination of this Agreement.

5. Return of Confidential Information

Upon termination of this Agreement or upon the request of the Disclosing Party, the Receiving Party shall promptly return or destroy all Confidential Information in its possession, including any copies thereof.

6. No License or Ownership Rights

Nothing in this Agreement grants the Receiving Party any rights, title, or interest in or to any Confidential Information disclosed by the Disclosing Party, except the limited right to use such information solely for the purpose specified in this Agreement.

7. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of [Jurisdiction, e.g., the state of New York], without regard to its conflict of law principles. Any disputes arising from this Agreement shall be resolved in the courts located in Miami Dade County.

8. Entire Agreement

This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior agreements, whether written or oral, relating to such subject matter.

Non-Circumvention Clause

Non-Circumvention:

The Receiving Party agrees that, during the term of this Agreement and for a period of two (2) years following the termination of this Agreement, they will not, directly or indirectly, circumvent, avoid, bypass, or interfere with the business relationship of the Disclosing Party with any third party disclosed to the Receiving Party under this Agreement, including but not limited to any potential investment opportunities, business transactions, or partnerships.

The Receiving Party further agrees not to initiate or engage in any transaction, negotiation, or relationship with any third party introduced by the Disclosing Party without the prior written consent of the Disclosing Party. This clause is intended to protect the Disclosing Party’s confidential information and business opportunities and to ensure that the Receiving Party does not seek to bypass the Disclosing Party in any manner.


 

Acknowledgment and Acceptance

By checking the box below, the Receiving Party acknowledges that they have read, understood, and agree to the terms and conditions of this Non-Disclosure Agreement.