Standard Non Disclosure Agreement

In order to evaluate, and if appropriate enter into and complete, one or more business transactions from time to time (the “Purpose”), Growth Alliance LLC  (“Growth Alliance”) and the other party identified  ("You") agree to this NDA as follows.

1. Your may disclose to Growth Alliance information relating to the Purpose that you consider confidential (“Confidential Information”).

2. Growth Alliance may only use Confidential Information for the Purpose. Growth Alliance shall protect the Confidential Information and prevent any unauthorised use or disclosure of Confidential Information. Growth Alliance may only share Confidential Information with its agents or third party contractors (or those of its group companies) (“Personnel”) who need to know it in connection with the Purpose. You and Growth Alliance shall each ensure that their Personnel keep the Confidential Information confidential and only use it for the Purpose.

3. Confidential Information does not include information that: (a) was known to Growth Alliance without restriction before receipt from You; (b) is publicly available through no fault of Growth Alliance; (c) is lawfully received by Growth Alliance from a third party without a duty of confidentiality; or (d) is independently developed by Growth Alliance. A party may disclose Confidential Information when compelled to do so by law provided that it gives reasonable prior notice to the other party, unless a court orders that such notice is forbidden.

4. Either party may terminate this NDA on 30 days prior written notice, but this NDA’s provisions will still survive in respect of Confidential Information disclosed before termination.

5. Unless the parties otherwise agree in writing, Receiver’s duty to protect Confidential Information expires five years from disclosure.

6. This NDA imposes no obligation to proceed with any business transaction.

7. No party acquires any intellectual property rights under this NDA except the limited rights necessary to use the Confidential Information for the Purpose.

8. This NDA does not create any agency or partnership relationship. No person other than You and Growth Alliance and their respective group companies has any rights under this NDA. This NDA is not assignable or transferable by either party without the prior written consent of the other party.

9. This NDA is the parties’ entire agreement on this topic, superseding any other agreements. Any amendments must be in writing. Failure to enforce any of the provisions of this NDA will not constitute a waiver.

This NDA and all disputes and claims arising out of or in connection with it are governed by California law. With the sole exception of any application for injunctive relief, the parties irrevocably submit to the exclusive jurisdiction of the United States courts.
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