Step 1: Read and Agree with Non-Disclosure Agreement
CLICK-THROUGH NON-DISCLOSURE AGREEMENT
This Click-Through Non-Disclosure Agreement ("Agreement") is entered into as of today ("Effective Date") by and between Limitless GPO – Roofing, LLC, a Texas limited liability company, on behalf of itself and its affiliates (collectively, "Owner"), and you, the individual accessing the Confidential Information (as defined below) and any single legal entity on behalf of which you are acting ("You", "you" or “Your”). Owner wishes to protect and preserve the confidential and/or proprietary nature of information and materials that may be disclosed or made available to you regarding the Owner’s plans, business structure, fees, and other non-public information in connection with Company's' membership services, features and benefits (collectively, the "Membership Services”).
IT IS ESSENTIAL THAT YOU READ CAREFULLY AND UNDERSTAND THIS AGREEMENT. BY CLICKING THE "I ACCEPT" BUTTON ASSOCIATED WITH THIS PAGE, YOU AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE WITH ALL THE TERMS OF THIS AGREEMENT AND DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, PLEASE DO NOT CLICK THE "I ACCEPT" BUTTON. IF YOU DO NOT ACCEPT THIS AGREEMENT, YOU MAY NOT USE OR ACCESS THE CONFIDENTIAL INFORMATION AND OTHERWISE SIGN UP FOR THE MEMBERSHIP SERVICES.
In consideration of the mutual promises made in this Agreement and other good and valuable consideration, the receipt and sufficiency of which the parties acknowledge, the parties agree as follows:
- Definition of Confidential Information. The term “Confidential Information” means any information or material which is proprietary to the Owner, whether or not owned or developed by the Owner, which is not generally known other than by the Owner, and which You may obtain through any direct or indirect contact with the Owner. Regardless of whether specifically identified as confidential or proprietary, Confidential Information shall include any information provided by the Owner concerning the business of the Owner, including, without limitation, business plans, trade secrets, product ideas, contracts, strategic alliances, and customer and client lists. The nature of the information and the manner of disclosure are such that a reasonable person would understand it to be confidential.
“Confidential Information” does not include:
- matters of public knowledge that result from disclosure by the Owner;
- information rightfully received by You from a third party without a duty of confidentiality;
- information independently developed by You;
- information disclosed by operation of law;
- information disclosed by You with the prior written consent of the Owner; and
- any other information that both parties agree in writing is not confidential.
- Protection of Confidential Information. You understand and acknowledge that the Confidential Information has been developed or obtained by the Owner by the investment of significant time, effort and expense, and that the Confidential Information is a valuable, special and unique asset of the Owner which provides the Owner with a significant competitive advantage and needs to be protected from improper disclosure. In consideration of the receipt by You of the Confidential Information, You agree as follows:
- No Disclosure. You will hold the Confidential Information in confidence and will not disclose the Confidential Information to any person or entity without the prior written consent of the Owner.
- No Copying/Modifying. You will not copy or modify any Confidential Information without the prior written consent of the Owner.
- Unauthorized Use. You shall promptly advise the Owner if You become aware of any possible unauthorized disclosure or use of the Confidential Information.
- Application to Employees. You shall not disclose any Confidential Information to any of Your, except those employees and agents who are required to access the Confidential Information in order to perform their job duties in connection with the limited purposes of this Agreement. You shall be responsible for the actions of its employees and agents with respect to Confidential Information as though they were Your actions.
- Unauthorized Disclosure of Confidential Information – Injunction. If it appears You have disclosed (or has threatened to disclose) Confidential Information in violation of this Agreement, the Owner shall be entitled to an injunction to restrain You from disclosing the Confidential Information in whole or in part, without the posting of bond or proof of actual damages. The Owner shall not be prohibited by this provision from pursuing other remedies, including a claim for losses and damages.
- Return of Confidential Information. Upon the written request of the Owner, You shall return to the Owner or destroy all written materials containing Confidential Information.
- Relationship of the Parties. Neither party has an obligation under this Agreement to do business with the other. This Agreement does not create any agency, partnership, or joint venture.
- No Warranty. You acknowledge and agree that the Confidential Information is provided on an “AS IS” basis. Any actions taken by You in response to the disclosure of the Confidential Information shall be at Your sole risk.
- Ownership of Confidential Information. You acknowledge that, as between the Owner and You, the Confidential Information and all related copyrights and other intellectual property rights, are the property of the Owner, even if suggestions, comments, or ideas made by You are incorporated into the Confidential Information during the period of this Agreement.
- Attorneys’ Fees. In any legal action between the parties concerning this Agreement, the prevailing party shall be entitled to recover reasonable attorney’s fees and costs,
- Term. This Agreement shall survive during the period the parties conduct business together and for a period of five years thereafter or, if the parties do not elect to conduct business together, for a period of five years from the Effective Date.
- General Provisions. This Agreement sets forth the entire understanding of the parties regarding confidentiality. Any amendments must be in writing and signed by both parties. This Agreement shall be construed under the laws of the State of Texas, without regard to its choice of law provisions. This Agreement shall not be assignable by either party. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining portions of this Agreement shall remain in full force and effect and construed so as to best effectuate the original intent and purpose of this Agreement.
- Whistleblower Protection. This Agreement is intended to comply with the Defend Trade Secrets Act and provides civil or criminal immunity to any individual for the disclosure of trade secrets: (i) made in confidence to a federal, state, or local government official, or to an attorney when the disclosure is to report suspected violations of the law; or (ii) in a complaint or other document filed in a lawsuit if made under seal.