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Home My WebLink AboutACA 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_ MUTUAL CONFIDENTIALITY AGREEMENT This Mutual Confidentiality Agreement (the "Agreement") is entered into and is effective as of e ° , 20Z., by and between &CA GPS. LLC ("ACA GPS") whose place of business is 6665 Scotland Circle, Cumming, GA 30041 who shall be considered both "DISCLOSING -PARTY" and "RECIPIENT" and C, �` tl"f" "1 and its Subsidiaries whose primary place of business 1k b"a,( °w. ", j ��:=> (street address, city, state, Lip), who is also considered both "DISCLOSING -PARTY" and °`RECIPIENT". This Agreement. is entered into by these parties in relation to ACA Management Toot* (the "Product") ACA GPS developed. DEFINITION OF CONFIDENTIAL INFORMATION. RECIPIENT agrees that information disclosed by DISCLOSING -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 RECIPIENT 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 RECIPIENT; 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. 2. NONDISCLOSURE AND NONUSE OF CONFIDENTIAL INFORMATION. RECIPIENT will not disclose, publish, or disseminate Confidential Information to any other person(s), and. RECIPIENT agrees to take reasonable precautions to prevent any unauthorized use, disclosure, publication, or dissemination of Confidential. Information. RECIPIENT agrees to accept Confidential Information for the sole purpose of evaluation in connection with 'RECIPIENT's business discussions with DISCLOSING -PARTY and will not make use of, either directly or indirectly, any of the information which it has received from DISCLOSING -PARTY. RECIPIENT agrees not to use Confidential Information to compete with DISCLOSING- PARTY. COMPELLED DISCLOSURE. RECIPIENT may disclose DISCLOSING-PARTY'S Confidential Information when compelled to do so by law, provided RECIPIENT (a) gives the DISCLOSING -PARTY sufficient advance written notice (to the extent possible) to permit it to seek a protective order with respect to such information, (b) reasonably cooperates with the DISCLOSING -PARTY, at the DISCLOSING- PARTY'S sole expense, in the event the DISCLOSING -PART elects to legally contest such disclosure or limit the effect thereof and (c) ultimately discloses only the minimum legally required portion of DISCLOSING -PART Y's Confidential Information. 4_ RETURN OF DOCUMENTS. Within ten business days of receipt of DISCLOSING- PARTY's written request, RECIPIENT will return to DISCLOSING -PARTY (or destroy 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 CONFIDENTIAL AND PROPRIETARY INFORMATION. THIS DOCUMENT AND THE INFORMATION CONTAINED HEREIN SHALL NOT BE DISTRIBUTED OR COPIED WITHOUT WRITTEN PERMISSION FROM ACA GPS„ LLC. COPYRIGHT ACA GPS, LLC 2025 - ALL RIGHTS RESERVED. 5. DISCLAIMERS. The CONFIDENTIAL INFORMATION IS PROVIDED -AS-IS-. Neither 'Party makes any express or implied representation or warranty as to the accuracy or completeness of the Confidential Information. 6. EQUITA.BLE RELIEF. RECIPIENT hereby 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. RECIPIEN'T agrees that DISCLOSING -PARTY will have the right to seek and obtain immediate injunctive relief to enforce obligations under this „Agreement in addition to any other rights and remedies it may have. 7. ENTIRE AGREEMENTAND GOVERNING LAW, This Agreement constitutes the entire agreement with respect to the Confidentiat Information disclosed herein and supersedes all prior or contemporaneous oral or written agreements concerning, such Confidential Information. This Agreement may not be amended except by the written agreement signed by authorized representatives of both parties. This Agreement 1A•7 ill be governed by and construed in accordance with the laws of the State of Washington. 'The venue tbr any judicial action shall lie in a court of competent jurisdiction in Yakima County, Washington. 8. NOTIFICATION. The RECIPIENT agrees to notify the DI.SCTLOSING-PARTY (at the address set forth above) promptly upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement, and to cooperate with DISCLOSING -PARTY in every reasonable way to help DISCLOSING-PAR-TY regain possession of th.e Confidential Information and prevent its further unauthorized use or disclosure. Understood and agreed to by the duly authorized representatives of the parties: Compc.iin! Name: ACA GPS, .LLC, Signantre Trish Moynihan Dale Vice President of Sales & Marketing ACA GPS, LLC CONFIDENTIAL AND PROPRIETARY INFORMATION. THIS DOCUMENT AND THE INFORMATION CONTAINED .HEREIN SHALL NOT BE DISTRIBUTED OR COPIED WITHOUT WRITTEN PERMISSION FROM ACA GPS, LLC, COPYRIGHT ACA GPS, 1LC 2025 ALL RIGHTS RESERVED.