HomeMy WebLinkAboutACA GPS, LLC ("ACA GPS") - Mutual Confidentiality AgreementUT'UAI CONFIDENTIALITY AGREEMENT
This 64utual Confidentialiry° Agreement (the "Agrcemcntentered into and is effective as of
tf1 w= by and between ACA GPS. J 1( f"A.CA (,Pti7,1 whose place of business Is
Gotland Circle, Cumming. CiA 30041 who shall be considered both "DISCLOSING -PARTY" and
"R.F(:.IPIFNT'° and t� sera-1�' ` (*` "I and its Subsidiaries whose primary place of business
"� ,..... � .�:: .,.., __... (street address, citym
state, zip), who is also conisidcrhd both 'G-PARTY" and "RECIPIENT'.
This Agreement is entered into by these parties in relation to ACA Management Tool* (the "Product") that
ACA G.PS developed.
I, DEFINITION OF CONFIDENTIAL INFORMATION. RECIPIENT agrees that information
disclosed by I)iSCLOSING-PARTY to RECIPIENT regarding DISCLOSING- PARTY°s business,
technology, products, operations, finances, and customers, the terms and conditions of this Confidentiality
Agreement, and the existence of the discussions between RECIPIEN1 and DISCLOSING -PARTY will
be considered and referred to collectively in this Agreement as "Confidential information". Any materials
or information provided to the Recipient which are clearly designated as "confidential' or "`proprietary"
(or contains similar designations) shall be presumed to be Confidential Information, but the absence of
any such designation shall not preclude the same from being deemed Confidential Information.
Confidential Information, however, does not include information that: I) is now or subsequently becomes
generally available to the public through no fault or breach on the part of RECIPIENTS 2) RECIPIENT
can demonstrate to have had rightfully in its possession prior to disclosure to RECIPIENT by
DISCLOSING -PARTY; and 3) is independently developed by RECIPIENT without the use of any
Confidential Information,
NONDISCLOSURE AND NONUSE OF CONFIDENTIAL INFORMATION. RECIPIENT will not
disclose, publish,. or disseminate (Confidential Information to any other per -slants), and RECIPIENT agrees
to take reasonable precautions to prevent any unauthorized use, disclosure, publication, or dissemination
of Confidential Inlc rntari& n, RECiPIENT agrees to accept Confidential 1nf rnatian for the sole purpose
of evaluation in connection with RECIPIENT's business discussions with DISCLOSING -PARTY Y and
will not make use of, either directly or indirectly, any of the information which it has received from
DISCLOSIN&-PARTY. RECIPIENT agrees not to use Confidential Information to compete with
DISCLOSING- PARTY.
COMPELLED DISCLOSURE. RECI PI1 N l rttay disclose DISCLOSING-PARTY'S Confidential
Information vvhen compelled to do so by law, p laded RECIPIENT (a) gives the DISCLOSING -PARTY
sufficient advance written notice (to the extent possible) to permit it to seek a protective order with respect
o such information, (b) reasonably cooperates with the I)lSC1,OSING-PARTY, at the DISCLOSf.NG-
PAR TY'S sole expense, in the event the DISCLOSING -PARTY elects to legally contest such disclosure
or limit the etTect thereof and (c) ultimately discloses only the minimum legally required portion of
DISCLOSING-.PARTYs Confidential Information,
4, RETURN OF DOCUMENTS. Within ten business days ofr eipt of DISCLOSING- PARiY's written
request, RECIPIENT will return to DISCLOSING-PARTdestroy upon request) all documents,
records and copies thereof containing Confidential Information. For purposes of this section, the term
"documents" includes all information fixed in any tangible medium of expression, in whatever form or
format,
ACA GPS, LLC C0NEID NTAL AND PROPRIETAR I: [E fArlow THIS DOCUMENT AND THE INFORMATION CONTAINED
HEREIN SHALL NOT BE DIS FIIBUT€OOR COPIEt WITHOUT WRITTEN PERMISSION FROM ACA GPS, LLC.
COPYRIGHT ACA GPS, LLC 2025 - ALL RIGHTS RESERVED
ISC`LAII%4FRS. "T'he CONFIDENTIAL NTIAL 'b./FORMATION !S PROVIDE "AS-TS'.,. Neither Part
makes any express or implied representation or warranty as toy the accuracy or completeness of the
Confidential Information.
EQUITABLE RELIVE RECIPIENT here yr acknowledges that unauthorized disclosure or use of
Confidential Information could cause irreparable harm and significant injury to DISCLOSING -PARTY
that may be difficult to ascertain. Accordingly, RECIPILN1" agrees that DISCLOSING -PARTY will
have the right to seek and obtain immediate injunctive relief to entorce obligations under this Agreement
in addition to any other rights and remedies it may have.
7. ENTIRE AGREEMENT AM) GOVERNING LAW. This, agreement consts`tutcs the entire agreement
with respect. to the Confidential Information disclosed nercin and supersedes all prior orconter poraneous
oral or written a.greernents concerning such Confidential Information. Ibis A.greernent may not be
amended except by the written agreement signed by authorized representatives of both parties_ This
Agreement will be governed by and construed in accordance with the Laws of the State of Washington
`The venue for any judicial action shall lie in a court of competent jurisdiction in Yakima County,
'4Vashing;ton,
N()°fIF"ICATION. The REGIPIf.NT agrees
above) promptly upon discovery of any unaut
other breach of this Agreement, and to cooperate
to help DISCLOSING -PARTY regain possession
unauthorized use or disclosure,
SC1 OSING-PAR'ry (at the address set forth
disclosure of Confidential Information or arty
ith DISCLOSING -PARTY in every reasonable way
(lithe Confidential lnforrnation and prevent its further
Understood and agreed to by the duly authorised representatives oft
ACA CPS. LTC
Trish Moynihan
Vice F
parties.
sidertt of Sales & Marketing
ACA GG'GPS, ti.0 CONE IO€N IAt„ AND PROPRIETARY INFO MAT[[?N THIS, OOCUMETH AND THE INFORMATIO i CONTAINED
HEREIN SHALL NOT SE DISTRIBUTED OR COPIED WITHOUT WRITTEN PERMISSION FROM ACA GPS, LB C.
'COPY RIGkITACA CP'S.tIC202.5-ALL RIGHT'S RESERVED_