Become a FutureTranz Partner

Mutual Non-Disclosure Agreement

This Mutual Non-Disclosure Agreement is entered into as of the date of electronic signature below, between FutureTranz, Inc., a Texas corporation having its principal place of business at 2245 Texas Drive, Suite 300, Sugar Land, Texas 77479 (“FutureTranz”), and the applicant identified in this application (“Applicant”). FutureTranz and Applicant are each a “Party” and together the “Parties.”

The Parties wish to explore a potential channel partnership relationship (the “Purpose”) and, in doing so, expect to disclose confidential information to one another. In consideration of the mutual promises below, the Parties agree as follows.

1. Definition of Confidential Information

“Confidential Information” means any non-public information disclosed by one Party (the “Disclosing Party”) to the other (the “Receiving Party”), in any form, that is designated as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. Confidential Information includes, without limitation: pricing, discount schedules, margin and commission structures; product designs, specifications, roadmaps, and prototypes; artificial intelligence models, prompts, training approaches, and evaluation results; source code and technical architecture; customer and prospect names, lists, and requirements; sales pipelines, forecasts, and proposals; marketing plans; business, financial, and personnel information; the terms of any agreement between the Parties; and the existence and content of the discussions contemplated by this Agreement.

2. Exclusions

Confidential Information does not include information that the Receiving Party can demonstrate by written record:

1. was lawfully in its possession without obligation of confidentiality before disclosure by the Disclosing Party;
2. is or becomes publicly available through no act or omission of the Receiving Party;
3. is lawfully received from a third party without restriction and without breach of any obligation owed to the Disclosing Party; or
4. is independently developed by the Receiving Party without use of or reference to the Confidential Information.

3. Obligations of the Receiving Party

The Receiving Party shall: (a) use the Confidential Information solely for the Purpose; (b) not disclose the Confidential Information to any third party without the prior written consent of the Disclosing Party; (c) restrict access to those of its employees, contractors, and professional advisors who have a genuine need to know for the Purpose and who are bound by confidentiality obligations no less protective than those in this Agreement; (d) protect the Confidential Information using at least the degree of care it uses to protect its own confidential information of like importance, and in no event less than a reasonable degree of care; and (e) promptly notify the Disclosing Party upon becoming aware of any unauthorized use or disclosure, and cooperate in efforts to limit the resulting harm.

4. Compelled Disclosure

If the Receiving Party is required by law, regulation, subpoena, or order of a court or governmental authority to disclose Confidential Information, it may do so, provided that it gives the Disclosing Party prompt written notice where legally permitted so that the Disclosing Party may seek a protective order, and discloses only that portion of the Confidential Information that it is legally required to disclose.

5. No Solicitation of Identified Opportunities

During the term of this Agreement and for twenty-four (24) months thereafter, the Receiving Party shall not knowingly and directly solicit, for its own account or for a competitor of the Disclosing Party, any specific customer opportunity that was first disclosed to it by the Disclosing Party under this Agreement. This paragraph does not restrict either Party from pursuing customers or opportunities identified independently, from selling its products and services generally, or from ordinary-course marketing to the public.

6. No License and No Warranty

All Confidential Information remains the property of the Disclosing Party. Nothing in this Agreement grants any license or right under any patent, copyright, trademark, trade secret, or other intellectual property right, whether by implication, estoppel, or otherwise. Confidential Information is provided “as is,” without warranty of any kind as to accuracy or completeness, and neither Party is liable for any decision made in reliance on it.

7. No Obligation to Proceed

Neither Party is obligated to enter into any further agreement, to proceed with the Purpose, or to disclose any particular information. This Agreement does not create a partnership, joint venture, agency, employment, or exclusive relationship of any kind, and neither Party may bind the other or represent itself as authorized to do so.

8. Term, Return, and Survival

This Agreement takes effect on the date of electronic signature and continues for three (3) years, unless superseded by a written agreement between the Parties covering the same subject matter. The confidentiality obligations survive for three (3) years following expiration or termination, and with respect to any information constituting a trade secret, for so long as it remains a trade secret under applicable law. Upon written request, the Receiving Party shall promptly return or destroy all Confidential Information in its possession and, if asked, certify that it has done so, except for copies retained in routine, non-targeted electronic backups or as required by law, which remain subject to this Agreement.

9. Remedies

The Parties acknowledge that unauthorized use or disclosure of Confidential Information may cause harm for which monetary damages are an inadequate remedy. Accordingly, the Disclosing Party is entitled to seek injunctive or other equitable relief without the necessity of posting a bond, in addition to any other remedies available at law or in equity.

10. General Provisions

This Agreement is governed by the laws of the State of Texas, without regard to its conflict of laws principles, and the Parties consent to the exclusive jurisdiction of the state and federal courts located in Fort Bend County, Texas. This Agreement constitutes the entire understanding between the Parties concerning its subject matter and supersedes all prior discussions. It may be amended only in a writing signed by both Parties. Neither Party may assign this Agreement without the other’s prior written consent, except to a successor in connection with a merger or sale of substantially all of its assets. If any provision is held unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect. Failure to enforce any provision is not a waiver of it. This Agreement may be executed electronically, and an electronic signature has the same legal effect as a handwritten one.

End of agreement. By ticking the acceptance box below and signing in Section 10, you agree to be bound by these terms on behalf of yourself and the business named in this application.