This Confidentiality and Non-Disclosure Agreement (the "Agreement"), dated as of {date}, is by and between DriveLine Solutions & Compliance ("Agency"), with its principal place of business at 3900 Crown Rd SW #16709, Atlanta, GA 30303 (together with all its affiliates), and {name} ("Contractor"), located at {cityOf}, {stateOf} (together with all its affiliates). DriveLine Solutions & Compliance and Contractor are referred to herein collectively as the "Parties" or singularly as a "Party."
WHEREAS, the Parties desire to engage in discussions regarding a possible business transaction which will necessitate their sharing Confidential Information, as defined herein; and
WHEREAS, the Parties desire to protect and prevent unauthorized disclosure of Confidential Information and desire to establish and set forth their individual obligations as set forth herein.
NOW, THEREFORE, in consideration of the above premises and the mutual promises set forth herein, the Parties hereby agree as follows:
1. Definition of Confidential Information
All information provided by the Disclosing Party to the Recipient Party, including, without limitation, sales, financial data, customers, employees, agents, production, data gathering, business operations, products, methods of operation, plans, pricing, marketing, and other disclosures, whether oral, written, graphic, or electronic, shall be considered proprietary and confidential ("Confidential Information"), except as otherwise expressly set forth herein.
2. Confidentiality Obligations
During the term of this Agreement and for three (3) years thereafter, the Recipient Party shall:
Restrict the disclosure of Confidential Information solely to those of its employees with a need to know;
Not disclose Confidential Information to third parties, except as necessary for assessing potential business transactions, provided such third parties agree to confidentiality obligations equivalent to those herein.
3. Employee and Agent Responsibility
The Recipient Party shall:
Inform its employees and agents of the confidential nature of the information and their obligations under this Agreement;
Provide copies of written agreements confirming these obligations upon request by the Disclosing Party.
4. Prohibited Uses
The Recipient Party shall:
Use Confidential Information solely for evaluating potential business transactions with the Disclosing Party;
Not use Confidential Information for personal gain or to compete, directly or indirectly, with the Disclosing Party.
5. Care of Confidential Information
The Recipient Party shall use at least the same degree of care to protect Confidential Information as it does to protect its own confidential information, which shall be at least a reasonable standard of care.
6. Non-Disclosure of Agreement Terms
Except with prior written consent, neither Party shall disclose the terms or existence of this Agreement or potential transactions.
7. Exclusions from Confidentiality
Confidential Information does not include information that:
Was previously known by the Recipient Party without an obligation of confidentiality;
Becomes publicly available through no fault of the Recipient Party;
Is independently developed by the Recipient Party;
Is disclosed under legal or regulatory obligation, provided the Disclosing Party is given prior written notice when practicable.
8. Return or Destruction of Materials
Upon the Disclosing Party's request, the Recipient Party shall promptly return or destroy all documents containing Confidential Information and certify such destruction upon request.
9. Non-Solicitation and Non-Competition
For the duration of this Agreement and twelve (12) months thereafter, the Contractor agrees:
Not to solicit, hire, or engage any client, customer, supplier, or employee of DriveLine Solutions & Compliance for personal or third-party benefit;
Not to use knowledge or contacts obtained through DriveLine Solutions & Compliance to establish or advance competing business activities.
10. Intellectual Property Rights
This Agreement does not grant any rights or licenses to Confidential Information beyond the limited use explicitly stated herein.
11. Subscription Requirement and Payment Terms
Contractor agrees to subscribe to the Freelance Gold Plan at a current rate of $100 per month as a condition of participation in the recruiting platform. DriveLine Solutions & Compliance reserves the right to increase the monthly subscription rate in the future, provided that Contractor receives a minimum of thirty (30) days’ prior written notice of such change. Continued use of the platform beyond the notice period shall constitute acceptance of the new rate.
12. No Obligation to Proceed
This Agreement does not obligate either Party to proceed with any business transaction, which shall require a separate formal agreement.
13. Injunctive Relief
The Parties acknowledge that unauthorized disclosure of Confidential Information may result in irreparable harm, and the Disclosing Party is entitled to seek injunctive relief without the need to demonstrate monetary damages.
14. Term and Survival
This Agreement shall remain in effect until terminated in writing by either Party. Obligations related to Confidential Information disclosed prior to termination shall survive for the periods specified herein.
15. Entire Agreement
This Agreement constitutes the entire agreement of the Parties concerning its subject matter and supersedes prior agreements. Amendments must be in writing and signed by both Parties.
16. Waiver
A waiver of any provision or condition of this Agreement shall only be effective if in writing and signed by the Party waiving. Such waiver shall not be construed as a waiver of other provisions or future obligations.
17. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia and shall bind and inure to the benefit of the Parties and their successors and assigns.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.