1. Parties
Disclosing Party: Provex Labs Inc., a Delaware C-Corporation (EIN: 42-3732407, File No. 10718621), 2139 S. 10th Street, San Jose, CA 95112 ("Company").
Receiving Party: The individual or entity identified in the signature block below ("Recipient").
2. Purpose
The parties wish to explore a potential franchise relationship or business transaction. To facilitate this, the Company may disclose certain Confidential Information to the Recipient. This Agreement governs the use and protection of that information.
3. Confidential Information
"Confidential Information" means all non-public information disclosed by the Company, including but not limited to: franchise financial models, unit economics, investment projections, territory strategies, proprietary equipment pricing, customer lists, operational SOPs, ISO 17025 documentation, and any business plans or strategic information disclosed in connection with the franchise opportunity.
4. Obligations
The Recipient agrees to: (a) keep all Confidential Information strictly confidential; (b) not disclose Confidential Information to any third party without prior written consent; (c) use Confidential Information solely to evaluate the potential franchise relationship; (d) protect Confidential Information with at least the same degree of care used to protect its own confidential information, and no less than reasonable care.
5. Term
This Agreement shall remain in effect for three (3) years from the date of signing. Obligations with respect to trade secrets shall survive indefinitely.
6. Exclusions
Confidential Information does not include information that: (a) is or becomes publicly known through no breach of this Agreement; (b) was rightfully known to the Recipient before disclosure; (c) is independently developed by the Recipient without use of Confidential Information; or (d) is required to be disclosed by law or court order, provided the Recipient gives prompt written notice.
7. Mutual Obligations
This is a mutual agreement. The Company agrees to keep confidential any proprietary information shared by the Recipient in connection with the franchise evaluation, subject to the same terms above.
8. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to conflict of law principles. Any disputes shall be resolved in Santa Clara County, California.
9. Electronic Signature
The parties agree that electronic signatures are legally binding under the Electronic Signatures in Global and National Commerce Act (E-SIGN Act, 15 U.S.C. § 7001) and the Uniform Electronic Transactions Act (UETA). Typing your full name below constitutes your electronic signature and agreement to this NDA.
10. Entire Agreement
This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior discussions. It may only be amended in writing signed by both parties.
