This Mutual Non-Disclosure Agreement ("Agreement") is entered into between Octopus SaaS, Inc. ("Octopus") and the individual or entity completing this agreement ("Recipient"). Together, both parties are referred to as the "Parties."
By electronically signing this Agreement, both Parties agree to protect each other's confidential information under the following terms.
1. Parties to the Agreement
This Agreement is made between Octopus SaaS, Inc. and the individual or organization identified in the electronic signature below.
2. Purpose of Disclosure
The purpose of this Agreement is to allow Octopus to share confidential business information related to its software, products, technology, financial information, business operations, investment opportunity, and future plans so the Recipient may evaluate a potential investment or business relationship.
3. Confidential Information
"Confidential Information" includes any non-public information disclosed by either Party, whether written, verbal, electronic, visual, or otherwise, including but not limited to:
4. Confidentiality Obligations
Both Parties agree to:
Keep all Confidential Information strictly confidential.
Use Confidential Information only for evaluating the potential investment or business relationship.
Protect Confidential Information using reasonable care.
Not disclose Confidential Information to any third party without prior written consent.
These obligations apply equally to both Parties.
5. Permitted Use
Confidential Information may only be used for reviewing, evaluating, and discussing a potential investment in or business relationship with Octopus.
No other use is permitted without written authorization.
6. Exclusions from Confidential Information
Confidential Information does not include information that:
Is publicly available through no fault of the receiving Party.
Was already lawfully known before disclosure.
Is independently developed without use of Confidential Information.
Is lawfully received from another source without confidentiality restrictions.
7. Non-Disclosure Requirements
Neither Party may copy, distribute, publish, or disclose Confidential Information except to professional advisors who have a legitimate need to know and who are also bound by confidentiality obligations.
8. No License or Ownership
Nothing in this Agreement grants either Party any ownership rights, licenses, patents, trademarks, copyrights, or other intellectual property rights.
All Confidential Information remains the exclusive property of the disclosing Party.
9. Return or Destruction of Information
Upon written request, the receiving Party agrees to promptly return or securely destroy all Confidential Information, including copies, summaries, and electronic records, except where retention is required by law.
10. Term of Agreement
This Agreement becomes effective upon electronic signature and remains in effect for five (5) years.
The obligation to protect Confidential Information continues throughout this period.
11. Governing Law
This Agreement shall be governed by and interpreted under the laws of the State of Delaware, without regard to its conflict of law principles.
12. Limitation of Liability
This Agreement does not create any obligation for either Party to enter into an investment or business relationship.
Each Party acknowledges that unauthorized disclosure of Confidential Information may cause irreparable harm, and the disclosing Party may seek equitable relief or other remedies available under applicable law.
13. Electronic Signature
By selecting "I Agree" and electronically signing below, the Recipient acknowledges that they have read, understood, and agree to the terms of this Agreement.
The Parties agree that electronic signatures shall have the same legal effect as handwritten signatures.
14. Entire Agreement
This Agreement constitutes the complete understanding between the Parties regarding the confidentiality of disclosed information and supersedes all prior discussions or agreements relating to the same subject matter.
