NON-DISCLOSURE AGREEMENT
Premier Event Staffing & Security Services Opportunity
This Non-Disclosure Agreement (“Agreement”) is entered into as of the date last signed below (“Effective Date”) by and between Trending Up Business Services, acting as agent for the seller of a confidential business opportunity (“Disclosing Party”), and the undersigned recipient (“Recipient,” and together with Disclosing Party, the “Parties”).
1. Purpose
The Recipient is interested in evaluating a potential acquisition of a business represented by the Disclosing Party (the “Purpose”). In connection with this Purpose, the Recipient may receive or have access to certain non-public, confidential, or proprietary information, whether written, oral, or electronic (“Confidential Information”).
2. Confidential Information
For purposes of this Agreement, “Confidential Information” includes, without limitation:
Business records and financial data
Client lists and vendor relationships
Operational details and internal processes
Employee or contractor information
Any other non-public materials related to the business opportunity
Confidential Information does not include information that:a) was in the public domain at the time of disclosure;b) becomes publicly available through no fault of the Recipient;c) was lawfully known to the Recipient prior to disclosure; ord) is independently developed without use of or reference to the Confidential Information.
3. Recipient Obligations
The Recipient agrees to:
Maintain the confidentiality of all Confidential Information with at least the same degree of care used to protect its own confidential materials, and in no case less than a commercially reasonable standard.
Use the Confidential Information solely for evaluating the Purpose and not for any competing or unauthorized use, including reverse engineering or solicitation of employees, clients, or vendors.
Limit disclosure only to its officers, directors, or advisors (“Representatives”) who have a legitimate need to know and are bound by confidentiality obligations at least as protective as those in this Agreement.
Promptly notify the Disclosing Party of any unauthorized use or disclosure and take reasonable steps to mitigate the harm.
4. Return or Destruction of Materials
Upon request by the Disclosing Party, the Recipient shall promptly return or destroy all Confidential Information in its possession, including electronic copies, except to the extent that retention is required to comply with applicable laws or standard record retention policies.
5. Term & Confidentiality Period
This Agreement shall remain in effect for eighteen (18) months from the Effective Date. The obligations of confidentiality and non-use shall survive termination of discussions and remain in effect until the end of this period.
6. No License or Obligation
This Agreement does not grant the Recipient any rights or licenses to the Confidential Information, whether express or implied. Nothing in this Agreement shall be construed as an obligation by either Party to enter into any further business relationship, agreement, or transaction.
7. Remedies
The Recipient acknowledges that unauthorized disclosure or misuse of the Confidential Information could cause irreparable harm to the Disclosing Party. Accordingly, the Disclosing Party is entitled to seek injunctive relief or other equitable remedies in addition to any other rights or remedies available under law.
8. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of law principles.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates written below.
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