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Non-Disclosure Agreement

Your business concepts, strategies and proprietary information are valuable. This agreement is how BrandBloom keeps what you share with us confidential: every discussion, every document, every plan, whether or not we end up working together.

CONFIDENTIALITY AGREEMENT

BrandBloom LLC | Effective: upon acceptance by both parties | Governed by Delaware Law

1. Parties

This Non-Disclosure Agreement ("Agreement") is entered into between BrandBloom LLC ("Company"), a Delaware limited liability company with its principal place of business at 8 The Green, Suite B, Dover, DE 19901, and the client or prospective client ("Client") who engages with BrandBloom's services.

2. Purpose

The parties wish to explore a potential business relationship involving marketing, branding, web design, and/or business development services. During these discussions and potential engagement, Confidential Information may be shared between the parties. This Agreement sets forth the terms governing the disclosure of such information.

3. Definition of Confidential Information

"Confidential Information" includes, but is not limited to:

  • Business strategies, plans, and models
  • Marketing concepts and campaigns
  • Brand development ideas
  • Website designs and code
  • Customer and prospect information
  • Financial data
  • Proprietary processes and methodologies
  • Any information marked "confidential" or that would reasonably be understood to be confidential

4. Exclusions from Confidential Information

The following shall not be considered Confidential Information:

  • Information that is already in the public domain at the time of disclosure
  • Information that becomes publicly available without breach of this Agreement
  • Information that was rightfully known by the receiving party prior to disclosure
  • Information that was independently developed by the receiving party without use of the Confidential Information
  • Information rightfully obtained from a third party without restriction

5. Obligations of Receiving Party

The receiving party shall:

  • Maintain the confidentiality of all Confidential Information
  • Use Confidential Information solely for the purpose of evaluating or pursuing the business relationship
  • Not disclose Confidential Information to any third party without prior written consent
  • Limit access to Confidential Information to employees, agents, or representatives who need to know such information and who are bound by confidentiality obligations no less restrictive than those contained herein
  • Take reasonable security precautions to protect Confidential Information

6. Term

This Agreement shall remain in effect for a period of three (3) years from the Effective Date, regardless of whether the parties enter into a business relationship. The obligations of confidentiality shall survive the termination of this Agreement for a period of five (5) years thereafter.

7. Return of Materials

Upon the disclosing party's request or upon termination of the business relationship, the receiving party shall promptly return or destroy all Confidential Information, including all copies, notes, or materials incorporating such Confidential Information, and provide written certification of such return or destruction.

8. No License

Nothing in this Agreement shall be construed as granting any rights, license, or ownership interest in any Confidential Information to the receiving party. All Confidential Information shall remain the property of the disclosing party.

9. Remedies

Both parties acknowledge that monetary damages may not be a sufficient remedy for unauthorized disclosure of Confidential Information and that the disclosing party shall be entitled, without waiving any other rights or remedies, to seek injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction.

10. General Provisions

Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles.

Entire Agreement. This Agreement constitutes the entire understanding between the parties concerning the subject matter hereof and supersedes all prior agreements, communications, and understandings.

Modification. This Agreement may not be amended or modified except in writing signed by authorized representatives of both parties.

Severability. If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect.

No Waiver. A party's failure to exercise or delay in exercising any right, power, or privilege under this Agreement shall not operate as a waiver thereof.

Assignment. This Agreement may not be assigned by either party without the prior written consent of the other party.

11. Acceptance

By engaging with BrandBloom's services, requesting a proposal, or sharing business information with BrandBloom, the Client agrees to be bound by the terms of this Agreement. No signature is required for this Agreement to be effective, though BrandBloom may request written acknowledgment in certain circumstances.

Questions

If anything in this agreement is unclear, write to info@brandbloom.org before you share anything with us. We would rather answer a question first than have you hold back.