Cass Plumbing Inc. and Dalaca, LLC
NON-DISCLOSURE(NDA)/NON-COMPETE (NCA) AGREEMENT
To the person reading and reviewing this document: Please carefully read the following Terms and Conditions of our Non-Disclosure/Non-Compete Agreement below.
FIRST, PLEASE NOTE, by you reviewing this /DALACA NDA/NCA Agreement document you are additionally agreeing that even if you should decide not to participate in our offer, you agree to the non-disclosure/non-compete Terms and Conditions of this Non-Disclosure/Non-Compete Agreement.
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DALACA (NDA) NON-DISCLOSRE/(NCA) NON-COMPETE AGREEMENT
TERMS AND CONDITIONS
This Agreement is made and entered into as of the date we receive your email requesting information on our DALACA Biggest Deals & Savings Email Publication by and between you and any business entity and/or company you may be affiliated with, hereinafter called the CONTRACTOR and Dalaca, LLC, hereinafter called DALACA and located at 4808 N. Hubert Ave., Tampa, Florida, 33614 and both collectively called the PARTIES.
For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the PARTIES hereto agree as follows:
(1) Purpose: DALACA and the Contractor wish to discuss a potential business opportunity under which each may disclose its Confidential Information to the other.
(2) Definition: Confidential Information” means any information, technical data, or know-how, including, but not limited to, that, which relates to research, products, services, customers, markets, software, developments, inventions, processes,
designs, drawings engineering, marketing formulas or finances, and includes any attempt to directly contact Site Impact, the White Label owner of our advertised more than 27 million subscriber customer homeowners email list, for the purpose of using any of those customers for the Contractors own purposes and disclosed orally or in written or electronic form. Confidential Information does not include, information, technical data or know how which (A) is in the possession of the CONTRACTOR at the time of disclosure as shown by the CONTRACTOR’S files and records immediately prior to the time of disclosure, or (B) prior or after the time of disclosure becomes part of the public knowledge or literature, not as a result of any inaction or action of the CONTRACTOR, (C) is approved for release by DALACA, or (D) is independently developed by the CONTRACTOR without the use of any Confidential Information from DALACA.
(3) Non-Disclosure of Confidential Information: DALACA and CONTRACTOR each agree not to use the Confidential Information disclosed to it by the other party for its own use or for any purpose except to carry out discussions concerning the undertaking of any business between the two. The recipient of Confidential Information will not disclose such Confidential Information to anyone, including,
to their employees, who; however, the recipient of Confidential Information may
disclose such information to certain employees, who are required to have such information to carry out the contemplated business. Each has had or will have employees to whom Confidential Information of the other is disclosed sign a Non-Disclosure Agreement in content substantially similar, to this Agreement and will notify the other in writing of the names of the persons who have had access to Confidential Information of the other Party. Each agrees that it will take all reasonable steps to protect the other, in order to prevent it from falling into the public domain or the possession of unauthorized persons. Each agrees to notify the other in writing of any misuse or misappropriation of Confidential Information of the other that may come to its attention.
(4) Ownership: All Confidential Information shall remain the exclusive property of DALACA, and CONTRACTOR shall have no right to use Confidential Information except as provided herein.
(5) Return of Materials: Any materials or documents which have been furnished by DALACA to the CONTRACTOR will be promptly returned, accompanied by all copies of such documentation, after the business possibility has been rejected or concluded.
(6) Intellectual Property Rights: Nothing in this Agreement is intended to grant any rights under any patent, copyright or trademark of either party, nor shall this Agreement grant either party any rights in or to the other party’s Confidential Information, except the limited right to review such Confidential Information solely for the purposes of determining whether to enter into the proposed business relationship between the parties and in carrying out such relationship. DALACA warrants that it has the right to disclose its Confidential Information to the CONTRACTOR. Otherwise, all information is provided “as is” and without any warranty, express, implied or otherwise, regarding its accuracy or performance.
(7) Term: This Agreement may be terminated at all times with a 30-days prior written notice, provided however, that the confidentiality obligations herein shall terminate 7 years following the date of termination of this Agreement.
(8) Miscellaneous: This Agreement shall be binding upon and for the benefit of the parties named herein, their successors and assigns, provided that Confidential Information is not assigned without consent of DALACA. Failure to enforce any provision of this Agreement shall not constitute a waiver of any term hereof. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Florida as they apply to contracts entered and wholly to be performed in the State of Florida. The federal and state courts within the State of Florida shall have exclusive jurisdiction to adjudicate any dispute arising out of this Agreement.
(9) Remedies: Each party agrees that its obligations hereunder are necessary and reasonable to protect the other party and the other party’s business, and expressly agrees that monetary damages would be inadequate to compensate the other party for any breach of any covenant or agreement set forth herein. Accordingly, each party agrees and acknowledges that any such violation or threatened violation will cause irreparable injury to the other party and that, in addition to any other remedies that may be available, in law, at equity or otherwise, the other party shall be entitled to obtain injunctive relief against the threatened breach of the Agreement or the continuation of any such breach, without the necessity of proving actual damages.
(10) Notices: All notices hereunder shall be sent to either PARTY at the address and to the contact person specified in the most recent contact between the PARTIES.
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CEO Dalaca, LLC
4808 N. Hubert Avenue
Tampa, Florida 33614
Copyright 2023 Dalaca, LLC