Non-Disclosure Agreement
The mutual confidentiality terms between Walnut Hill Technology, LLC and you, the end user, for the protection of proprietary information.
This Non-Disclosure Agreement ("Agreement") is entered into by and between Walnut Hill Technology, LLC, located in Victoria, Virginia ("Walnut Hill"), and the end user ("User"), collectively the "Parties," for the purpose of preventing the unauthorized disclosure of certain confidential and proprietary information.
01 Definition of Confidential Information
"Confidential Information" means all nonpublic, proprietary, or confidential information disclosed by either Party to the other, whether in oral, written, electronic, or other form, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.
02 Exclusions
Confidential Information does not include information that: (a) is or becomes publicly known without breach; (b) was known prior to disclosure; (c) is independently developed; or (d) is lawfully obtained from a third party.
03 Obligations
Each Party agrees to: (a) use Confidential Information only for purposes related to a business relationship; (b) protect it using at least reasonable care; (c) not disclose it to any third party except those bound by similar confidentiality obligations; and (d) promptly notify the other of any unauthorized disclosure.
04 Return or Destruction
Upon request, each Party shall delete or destroy all Confidential Information, except one copy retained for legal compliance.
05 Duration
Obligations remain for five (5) years from disclosure, except for trade secrets, which remain protected as long as they qualify as such.
06 No License or Relationship
This Agreement does not create a partnership, joint venture, or employment relationship, and grants no intellectual property rights.
07 Governing Law and Venue
This Agreement is governed by Virginia law, with exclusive venue in Lunenburg County, Virginia.
08 Severability
If any provision is invalid, the remainder shall continue in effect.
09 Entire Agreement
This Agreement supersedes all prior understandings and may only be amended in writing signed by both Parties.
10 Electronic Acceptance
By signing in, clicking "I Agree," or accessing the Software, the User agrees to be bound by this Agreement and the Software Licensing Agreement.