Read the NDA below. Acceptance is required before we can review your catalog data. Pre-executed by Netfluence Corporation; your typed name + title constitute your binding electronic signature.
Mutual Non-Disclosure Agreement
Catalog Readiness Audit — Sample Data Exchange
This Mutual Non-Disclosure Agreement ("Agreement") is entered into as of the date the Disclosing Party indicates acceptance through the Netfluence Auto online intake at https://www.netfluenceauto.com/audit (the "Effective Date"), by and between:
Netfluence Corporation, a Florida corporation with a principal place of business in Miami, Florida, operating the Netfluence Auto brand ("Netfluence"); and
the Disclosing Party, the company identified by the individual completing the intake on its behalf and authorized to bind that company to this Agreement ("Counterparty").
Netfluence and Counterparty are referred to individually as a "Party" and collectively as the "Parties."
1. Purpose
The Parties wish to exchange certain confidential information in connection with Netfluence's evaluation of Counterparty's product catalog data for purposes of a Catalog Readiness Audit, including identifying gaps in product information, fitment data, ACES/PIES readiness, and channel-formatting compliance (the "Purpose"). This Agreement governs the Parties' obligations with respect to Confidential Information exchanged in furtherance of the Purpose.
2. Definition of Confidential Information
"Confidential Information" means any non-public information disclosed by one Party (the "Discloser") to the other Party (the "Recipient"), in any form, that is identified as confidential at the time of disclosure or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation: (a) product catalog data, SKU lists, fitment data, pricing, costs, supplier identities, and channel performance data disclosed by Counterparty; (b) Netfluence's audit methodology, scoring frameworks, findings, recommendations, pricing, and proposals; and (c) the existence, content, and status of the Parties' discussions related to the Purpose.
3. Permitted Use
Recipient shall use Confidential Information solely to evaluate, perform, or pursue the Purpose, and for no other purpose. Recipient shall not use Confidential Information for any commercial, competitive, or personal advantage outside of the Purpose.
4. Obligations
Recipient shall: (a) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information of like importance, but in no event less than a reasonable degree of care; (b) limit access to Confidential Information to its employees, contractors, and professional advisors who have a need to know for the Purpose and who are bound by confidentiality obligations no less protective than those in this Agreement; and (c) not disclose Confidential Information to any third party without the Discloser's prior written consent.
5. Exclusions
The obligations in this Agreement do not apply to information that Recipient can demonstrate: (a) was lawfully in Recipient's possession before disclosure by Discloser, without obligation of confidentiality; (b) is or becomes publicly available through no fault of Recipient; (c) was independently developed by Recipient without use of or reference to Discloser's Confidential Information; or (d) is rightfully received by Recipient from a third party without obligation of confidentiality.
6. Compelled Disclosure
If Recipient is required by law, regulation, subpoena, or court order to disclose Confidential Information, Recipient shall, to the extent legally permitted, promptly notify Discloser so that Discloser may seek a protective order or other appropriate remedy. Recipient shall disclose only that portion of Confidential Information legally required and shall use reasonable efforts to ensure confidential treatment of the disclosed information.
7. Term
This Agreement is effective as of the Effective Date and continues for two (2) years thereafter, unless terminated earlier by either Party upon thirty (30) days' written notice. The confidentiality obligations in Sections 3, 4, 5, and 6 survive termination of this Agreement for the remainder of the two-year term.
8. Return or Destruction
Upon written request by Discloser at any time, Recipient shall promptly return or destroy all Confidential Information in its possession or control, including all copies, summaries, and derivative materials, and shall certify such return or destruction in writing if requested. Recipient may retain Confidential Information solely to the extent required by applicable law, regulation, or its bona fide internal records retention policies, provided such retained information remains subject to this Agreement for so long as it is retained.
9. No License; No Representations
No license, ownership interest, or other right in or to Confidential Information is granted by this Agreement, by implication or otherwise. All Confidential Information remains the sole property of the Discloser. Discloser makes no representations or warranties regarding the accuracy, completeness, or fitness for any purpose of Confidential Information disclosed.
10. No Obligation to Proceed
Nothing in this Agreement obligates either Party to enter into any further agreement, transaction, or business relationship. Each Party may terminate discussions related to the Purpose at any time, for any reason, with no liability to the other Party.
11. Remedies
Recipient acknowledges that any breach of this Agreement may cause irreparable harm to Discloser for which monetary damages would be inadequate, and that Discloser shall be entitled to seek injunctive and other equitable relief, in addition to any other remedies available at law or in equity, without the requirement of posting a bond.
12. Governing Law and Venue
This Agreement is governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict-of-laws principles. Any dispute arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in Miami-Dade County, Florida, and each Party irrevocably submits to the jurisdiction of such courts.
13. Entire Agreement; Amendment
This Agreement constitutes the entire understanding between the Parties with respect to the subject matter and supersedes all prior or contemporaneous oral or written communications. This Agreement may be amended only by a written instrument signed by both Parties. If any provision is held unenforceable, the remainder of this Agreement remains in full force and effect.
14. Electronic Acceptance
Counterparty's completion of the online intake form at https://www.netfluenceauto.com/audit, including affirmative acknowledgment of this Agreement and entry of the signer's full legal name and title, constitutes Counterparty's binding electronic signature under the federal ESIGN Act (15 U.S.C. sections 7001 et seq.) and the Florida Uniform Electronic Transaction Act (Fla. Stat. sections 668.50 et seq.), and has the same legal force and effect as a handwritten signature on a paper original. A timestamped electronic record of acceptance, including IP address, browser user agent, UTC timestamp, and a hash of this Agreement's text, will be retained by Netfluence and a fully executed counterpart will be delivered to the email address provided by Counterparty.
Pre-Execution by Netfluence
By: Daniel Fonseca
Name: Daniel Fonseca
Title: President
Entity: Netfluence Corporation, a Florida corporation
Date: Pre-executed and made available for Counterparty acceptance.