Mutual Non-Disclosure Agreement
Last revised on February 9, 2023 (changed business address and “VRAZER” to “WordKeeper”, no other changes)
This Non-Disclosure Agreement (the “Agreement”), dated as of today (“Effective Date”), is between you, the individual disclosing Confidential Information, and any single legal entity on behalf of which you are acting (“You, Yours”), and WordKeeper, LLC, an Oklahoma Limited Liability Company (“Us, We, Our”), having an address at 15652 Fountain Creek Lane, Edmond, OK 73013. Our websites and domains include vrazer.com, wpboost.net, unhack.net and wordkeeper.com (taken together, the “Sites”). Our services include website support, hosting, migration, development, repair, monitoring, security, migration, performance audit, and performance optimization (taken together, the “Services”).
1. In connection with the Services (the “Purpose”), You may disclose Confidential Information (as defined below) to Us. We shall use the Confidential Information solely for the Purpose and, subject to Section 4, shall not disclose Confidential Information other than to Our affiliates and its or Our employees, officers, directors, shareholders, partners, agents, independent contractors, service providers, subcontractors, attorneys, accountants, and financial advisors (collectively, “Representatives”) who need access to such information for the Purpose and have agreed to terms at least as restrictive as the terms of this Agreement. We shall protect Confidential Information from unauthorized use or disclosure using a reasonable degree of care.
2. “Confidential Information” means all non-public proprietary and confidential information of Yours that, if disclosed in writing or other tangible form is clearly labeled as “confidential,” or if disclosed orally, is identified as confidential when disclosed and within 24 hours thereafter, is summarized in writing and confirmed as confidential; provided, however, that Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of Our or Our Representatives’ material breach of this Agreement; (b) is obtained by Us or Our Representatives on a non-confidential basis from a third party that, to Our knowledge, was not contractually restricted from disclosing such information; (c) was in Our or Our Representatives’ possession before Your disclosure hereunder; or (d) was or is independently developed by Us or Our Representatives without using any Confidential Information.
3. If We are required by applicable law or legal process to disclose any Confidential Information, We shall, before making such disclosure, use commercially reasonable efforts to notify You of such requirements to afford You the opportunity to seek, at Your sole cost and expense, a protective order or other remedy.
4. On Your written request, We shall, at Our discretion, promptly return to You or destroy all Confidential Information; provided, however, that We may retain copies of Confidential Information: (a) that are stored on Our IT backup and disaster recovery systems until the ordinary course deletion thereof or (b) as required by applicable law or Our document retention policies. We may retain a copy of any document prepared for Our senior management regarding the Purpose. We shall continue to be bound by the terms and conditions of this Agreement with respect to such retained Confidential Information.
5. You acknowledge that We may develop or receive from third parties information that is the same as or similar to the Confidential Information, and You agree that nothing in this Agreement restricts or prohibits Us (by Ourselves or through a third party) from developing, receiving, or disclosing such information, or any products, services, concepts, ideas, systems, or techniques that are similar to or compete with the products, services, concepts, ideas, systems, or techniques contemplated by or embodied in the Confidential Information, provided that We do not breach any of Our obligations under this Agreement in connection therewith.
6. The rights and obligations of the parties under this Agreement expire twenty four months after the Effective Date.
7. We acknowledge and agree that any breach of this Agreement may cause injury to You for which money damages would be an inadequate remedy and that, in addition to remedies at law, You are entitled to seek equitable relief as a remedy for any such breach.
8. This Agreement and all matters relating hereto are governed by, and construed in accordance with, the laws of the State of Oklahoma, United States, without regard to the conflict of laws provisions of such State. Any legal suit, action, or proceeding relating to this Agreement must be instituted in the federal or state courts located in Oklahoma City, Oklahoma County, State of Oklahoma. Each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
9. All notices must be in writing and addressed to the relevant party: if to Us, at the address set out at the beginning of this Agreement; if to You, at the address set out in Your electronic application for this Agreement; or to such other address such party specifies in accordance with this Section 9. All notices must be personally delivered or sent prepaid by nationally recognized courier or certified or registered mail, return receipt requested, and are effective on actual receipt.
10. This Agreement is the entire agreement of the parties with respect its subject matter, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, whether written or oral, regarding such subject matter. This Agreement may only be amended, modified, waived, or supplemented by an agreement in writing signed by both parties.
IT IS IMPORTANT THAT YOU READ CAREFULLY AND UNDERSTAND THIS AGREEMENT. BY CLICKING THE “SUBMIT” BUTTON LOCATED ON THIS PAGE, YOU AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE WITH ALL THE TERMS OF THIS AGREEMENT AND DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, PLEASE DO NOT CLICK THE “SUBMIT” BUTTON. IF YOU DO NOT ACCEPT THIS AGREEMENT AND CHOOSE TO SUBMIT INFORMATION TO US, WE HAVE NO OBLIGATION TO TREAT ANY SUCH INFORMATION SUBMITTED BY YOU AS CONFIDENTIAL.