THIS CONFIDENTIALITY AGREEMENT (this "Agreement"), with an Effective Date of __________________, is entered into by and between:
Daily Adventure Box, Inc., a North Carolina corporation, with its principal place of business at 2884 North Carolina Highway 210, Smithfield, NC 27577 (the "Company" or "DAB"); and
The party or parties identified on the signature page hereto (individually, a "Receiving Party" and, together with DAB, the "Parties").
WHEREAS, in connection with the business relationship between the Parties, DAB may disclose certain confidential and proprietary information to the Receiving Party; and
WHEREAS, the Parties wish to protect such information from unauthorized use and disclosure;
NOW, THEREFORE, in consideration of the mutual covenants herein and the disclosure of Confidential Information, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:
"Confidential Information" means any and all non-public information or material proprietary to the disclosing party that is not generally known to the receiving party other than through direct disclosure. Confidential Information includes, without limitation: business records and plans; financial statements and projections; customer lists and records; trade secrets; products and inventions; product design information; pricing structures; discounts and costs; computer programs, mobile applications, and source code; copyrights and other intellectual property; rental revenue data; location performance metrics; Fund Adventure Portal data; Fund Adventure participant information; vendor and partner relationships; marketing strategies; and any other proprietary information, whether disclosed orally, in writing, electronically, visually, or by any other means.
"Confidential Information" does not include: (a) information that is or becomes publicly available through no breach by the Receiving Party; (b) information rightfully received from a third party without a duty of confidentiality; (c) information independently developed without use of or reference to Confidential Information; (d) information required to be disclosed by law, court order, or governmental authority, provided the Receiving Party gives prompt written notice to DAB and cooperates with efforts to obtain protective treatment; or (e) information that both Parties agree in writing is not confidential.
The Receiving Party acknowledges that Confidential Information represents significant business assets of DAB, constitutes a valuable competitive advantage, and requires protection from improper disclosure. The Receiving Party shall use at least the same degree of care to protect Confidential Information as it uses for its own confidential information, but in no event less than a reasonable degree of care.
The Receiving Party shall hold all Confidential Information in strict confidence and shall not disclose it to any person or entity without DAB's prior written consent.
The Receiving Party shall use Confidential Information solely for the purpose of the business relationship with DAB. No other use is authorized.
The Receiving Party shall not copy, reproduce, or modify any Confidential Information without DAB's prior written consent.
The Receiving Party shall promptly notify DAB in writing if it becomes aware of any possible unauthorized disclosure or use of Confidential Information.
The Receiving Party shall not disclose Confidential Information to employees except those with a need-to-know for the purposes of this Agreement. Each such employee shall execute a non-disclosure agreement substantially similar to this Agreement at DAB's request.
The Receiving Party acknowledges that Confidential Information may be provided electronically through the Fund Adventure Portal, mobile app, email, shared documents, or other digital means. The Receiving Party shall: (a) not take screenshots, recordings, or copies except as necessary for authorized purposes; (b) not share login credentials or access tokens; (c) promptly notify DAB if any device containing Confidential Information is lost, stolen, or compromised; and (d) maintain reasonable security measures (passwords, encryption, screen locks) on devices used to access Confidential Information.
The Receiving Party acknowledges that unauthorized disclosure would cause irreparable harm not adequately compensable by monetary damages. DAB shall be entitled to temporary and permanent injunctive relief in any court of competent jurisdiction, without the requirement of posting a bond, in addition to all other remedies available at law or in equity.
(a) During the term of this Agreement and for three (3) years thereafter (the "Restricted Period"), the Receiving Party shall not, directly or indirectly: (i) pursue any business, or solicit any business contacts discovered through DAB, that would circumvent or directly compete with DAB; or (ii) solicit, recruit, or encourage any DAB employee, contractor, vendor, customer, or partner to terminate or reduce their relationship with DAB.
(b) If circumvention or solicitation occurs, DAB shall be entitled to direct and indirect compensation, injunctive relief, and all other available remedies.
(c) Nationwide Enforceability. This covenant is intended as a non-solicitation and non-circumvention provision — not a non-compete — and is independently enforceable in all 50 U.S. states. In jurisdictions where any portion is unenforceable, the Parties authorize reformation to the minimum extent necessary. The confidentiality obligations of this Agreement are separate and survive regardless.
Upon written request, the Receiving Party shall return all materials containing Confidential Information and permanently delete all electronic copies, and shall certify in writing within five (5) days that all materials have been returned and all copies deleted.
This Agreement does not create any agency, partnership, joint venture, or employment relationship. Neither Party is obligated to purchase any service or product from the other.
Confidential Information is provided "AS IS." DAB MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL DAB BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING FROM USE OF CONFIDENTIAL INFORMATION. DAB does not warrant that any plans disclosed will be carried out as disclosed, or at all.
No intellectual property rights are transferred. All Confidential Information and related IP remain the exclusive property of DAB, even if the Receiving Party's suggestions are incorporated.
Each Party agrees to indemnify, defend, and hold harmless the other Party and its officers, directors, agents, affiliates, and employees from all third-party claims, liabilities, costs, and expenses (including reasonable attorneys' fees) resulting from the indemnifying Party's material breach.
In any legal action concerning this Agreement, the prevailing Party shall recover reasonable attorneys' fees and costs.
This Agreement is effective as of the Effective Date and continues for the duration of the business relationship. Upon termination:
(a) Entire Agreement. This Agreement constitutes the entire understanding regarding confidentiality and supersedes all prior agreements on the subject.
(b) Amendments. Amendments must be in writing and signed by both Parties.
(c) Governing Law. This Agreement is governed by the laws of the State of North Carolina, without regard to conflict-of-law principles, except where mandatory local law cannot be waived.
(d) Venue. Disputes shall be resolved in the state or federal courts of Johnston County, North Carolina.
(e) Nationwide Enforceability. This Agreement is intended to be enforceable in all 50 U.S. states. Provisions requiring modification shall be reformed to the minimum extent necessary.
(f) Assignment. Neither Party may assign without the other's prior written consent.
(g) Severability. Invalid provisions are reformed or severed; remaining provisions continue in full force.
This Agreement may be executed electronically pursuant to the E-SIGN Act (15 U.S.C. §7001 et seq.) and UETA. Electronic signatures have the same force as original signatures. This Agreement may be executed in counterparts.
IN WITNESS WHEREOF, the Parties have executed this Confidentiality Agreement as of the Effective Date set forth above.
DAILY ADVENTURE BOX, INC.
Authorized Signature Printed Name Title DateRECEIVING PARTY
Signature Printed Name Title / Company (if applicable) Date