Effective Date: _______________
This Non-Disclosure and Non-Compete Agreement ("Agreement") is entered into by and between:
Disclosing Party:
Rainy Day Community Ventures LLC ("Company")
[ADDRESS]
Contact: [YOUR NAME]
Receiving Party:
Name: _______________________________________________
Title/Role: _______________________________________________
Address: _______________________________________________
Email: _______________________________________________
(each a "Party" and collectively the "Parties")
The Company intends to disclose certain confidential and proprietary information to the Receiving Party for the purpose of [evaluating a potential business relationship / performing contracted services / discussing potential investment / employment] (the "Purpose"). This Agreement is intended to protect the Company's confidential information from unauthorized use, disclosure, or misappropriation.
"Confidential Information" means all non-public information disclosed by the Company to the Receiving Party, whether orally, in writing, electronically, visually, or by any other means, including but not limited to:
Confidential Information includes all notes, analyses, summaries, memoranda, or other materials derived from or containing Confidential Information, regardless of who prepared them.
Confidential Information does not include information that:
(a) Is or becomes publicly available through no fault or action of the Receiving Party;
(b) Was already in the Receiving Party's possession prior to disclosure by the Company, as demonstrated by written records predating this Agreement;
(c) Is independently developed by the Receiving Party without use of or reference to the Confidential Information, as demonstrated by written records;
(d) Is rightfully received by the Receiving Party from a third party who is not bound by any obligation of confidentiality to the Company; or
(e) Is required to be disclosed by law, regulation, or court order, provided that the Receiving Party gives the Company prompt written notice of such requirement (to the extent legally permitted) and cooperates with the Company in seeking a protective order or other appropriate remedy.
The Receiving Party agrees to:
(a) Hold in Strict Confidence all Confidential Information and treat it with at least the same degree of care as the Receiving Party uses to protect its own most sensitive confidential information, but in no event less than reasonable care;
(b) Not Disclose any Confidential Information to any third party without the prior written consent of the Company;
(c) Not Use the Confidential Information for any purpose other than the Purpose stated in Section 1;
(d) Limit Access to Confidential Information to those of the Receiving Party's employees, agents, or advisors who (i) have a need to know for the Purpose, and (ii) are bound by confidentiality obligations at least as restrictive as those in this Agreement;
(e) Not Copy or Reproduce any Confidential Information except as reasonably necessary for the Purpose;
(f) Promptly Notify the Company of any unauthorized disclosure, use, or loss of Confidential Information that comes to the Receiving Party's attention; and
(g) Return or Destroy all Confidential Information (including all copies, notes, and derivative materials) promptly upon written request by the Company or upon termination of this Agreement, and certify such return or destruction in writing.
During the term of this Agreement and for a period of two (2) years following its termination or expiration, the Receiving Party shall not, directly or indirectly:
(a) Develop, design, launch, operate, fund, invest in, or participate in any business, product, application, or service that is substantially similar to or competitive with the Rainy Day platform, including any application or service that facilitates community-based fund pooling, collective financial governance, mutual aid treasury management, or similar community financial coordination; or
(b) Use any Confidential Information to create, enhance, or market any product or service, whether or not it competes directly with the Company.
During the term of this Agreement and for a period of two (2) years following its termination or expiration, the Receiving Party shall not, directly or indirectly:
(a) Solicit, recruit, hire, or attempt to hire any employee, contractor, or consultant of the Company; or
(b) Solicit, divert, or attempt to divert any customer, user, partner, vendor, or business relationship of the Company.
The Receiving Party acknowledges that the restrictions in this Section 5 are reasonable in scope, duration, and geographic extent, and are necessary to protect the Company's legitimate business interests and Confidential Information. If any court determines that any restriction is unenforceable, the Parties agree that the court shall modify the restriction to the minimum extent necessary to make it enforceable.
Nothing in this Agreement grants the Receiving Party any license, right, title, or interest in or to any Confidential Information, intellectual property, patent, trademark, copyright, or trade secret of the Company.
All Confidential Information remains the sole and exclusive property of the Company. Any work product, inventions, ideas, improvements, or derivative works created by the Receiving Party using or based on the Confidential Information shall be the sole and exclusive property of the Company.
The Receiving Party acknowledges that:
(a) The Confidential Information is unique and valuable, and that a breach of this Agreement would cause irreparable harm to the Company for which monetary damages would be inadequate;
(b) In the event of any breach or threatened breach, the Company shall be entitled to seek injunctive relief (including temporary restraining orders, preliminary injunctions, and permanent injunctions) without the requirement of posting a bond, in addition to all other remedies available at law or in equity; and
(c) The Receiving Party shall be liable for all damages, losses, costs, and expenses (including reasonable attorneys' fees and court costs) incurred by the Company as a result of any breach of this Agreement.
This Agreement shall remain in effect for a period of five (5) years from the Effective Date, unless terminated earlier by either Party with thirty (30) days' written notice.
The obligations of confidentiality set forth in Section 4 shall survive termination or expiration of this Agreement for a period of five (5) years from the date of disclosure of the applicable Confidential Information. The non-compete and non-solicitation obligations in Section 5 shall survive for the periods specified therein. The intellectual property provisions in Section 6 shall survive indefinitely.
This Agreement shall be governed by and construed in accordance with the laws of the State of [YOUR STATE], without regard to conflict of law principles.
Any dispute arising from or relating to this Agreement shall be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, conducted in [YOUR STATE]. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.
This Agreement constitutes the entire agreement between the Parties regarding its subject matter and supersedes all prior or contemporaneous agreements, understandings, and negotiations, whether written or oral.
This Agreement may be amended only by a written instrument signed by both Parties.
If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
The failure of either Party to enforce any provision of this Agreement shall not constitute a waiver of that provision or any other provision.
The Receiving Party may not assign or transfer this Agreement or any rights or obligations hereunder without the prior written consent of the Company. The Company may assign this Agreement without restriction.
Nothing in this Agreement creates an employment relationship, partnership, joint venture, or agency relationship between the Parties.
This Agreement may be executed in counterparts, each of which shall be deemed an original.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
DISCLOSING PARTY — Rainy Day Community Ventures LLC
Signature: ______________________________
Print Name: [YOUR NAME]
Title: Managing Member
Date: _______________
RECEIVING PARTY
Signature: ______________________________
Print Name: _______________________________________________
Title/Role: _______________________________________________
Date: _______________