Affiliate's Non-Disclosure Agreement

THIS IS A LEGAL AGREEMENT BETWEEN YOU (“YOU”, “YOUR”, OR “YOURS”), AND THRIVE THIS MOMENT LLC, HAVING ITS PRINCIPAL PLACE OF BUSINESS AT, 3500 MAGNOLIA AVE. ST. LOUIS, MO. 63118, HEREIN AFTER CALLED “THRIVE THIS MOMENT”, “WE”, “US”, OR “OUR”). BY PROVIDING YOUR NAME, EMAIL, ORGANIZATION, WEBSITE, SOCIAL MEDIA ACCOUNTS, CHECKING THE "I AGREE TO THE AFFILIATE'S NON-DISCLOSURE AGREEMENT" AND CLICKING ON THE "SUBMIT" BUTTON IN OUR AFFILIATE MARKETING ASSETS PAGE PAGE HERE, YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THE AFFILIATE'S NON-DISCLOSURE AGREEMENT, WHICH IS ACCESSIBLE THROUGH THE PROVIDED LINK, AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION HEREIN.

All capitalized terms used and not otherwise defined herein shall have the meaning ascribed to them in Thrive This Moment’s Terms of Use, Privacy Policy or the Affiliate Terms & Conditions.

 

Non-Disclosure Agreement (NDA)

This Non-Disclosure Agreement ("Agreement") is made and entered into as of date entered on the Marketing Assets form submission, by and between:

Thrive This Moment LLC, with a principal address at 3500 Magnolia Ave. St. Louis, MO. 63118, hereinafter referred to as the "Disclosing Party,"

and

Recipient's Name or Recipient's Company Name, with a principal address specified in the Marketing Assets form submission, hereinafter referred to as the "Receiving Party."

(Hereinafter, the Disclosing Party and the Receiving Party may be collectively referred to as the "Parties").

1. Purpose of Agreement

The Parties wish to explore a potential business relationship, during which confidential information may be disclosed.

2. Definition of Confidential Information

For the purposes of this Agreement, "Confidential Information" shall mean any information or data, regardless of the form it takes (written, oral, electronic, etc.), that is of a proprietary, confidential, or trade secret nature and is disclosed by the Disclosing Party to the Receiving Party. Confidential Information may include, but is not limited to, business plans, customer lists, financial data, product information, style guides, marketing assets and other proprietary information.

3. Obligations of the Receiving Party

The Receiving Party agrees to:

3.1. Keep all Confidential Information in strict confidence and not disclose it to any third party without the prior written consent of the Disclosing Party.

3.2. Use the Confidential Information solely for the purpose of the potential business relationship as defined in Section 1.

3.3. Take reasonable measures to protect the confidentiality of the Confidential Information and to prevent its unauthorized use or disclosure.

3.4. Disclose the Confidential Information only to employees, contractors, or agents who have a legitimate need to know the information for the purposes outlined in Section 1, and who are bound by written confidentiality agreements at least as protective as this Agreement.

4. Exclusions from Confidential Information

The Receiving Party's obligations under this Agreement shall not apply to information that:

4.1. Was already known to the Receiving Party prior to disclosure by the Disclosing Party.

4.2. Becomes publicly known through no fault of the Receiving Party.

4.3. Is independently developed by the Receiving Party without reference to or use of the Confidential Information.

4.4. Is rightfully obtained by the Receiving Party from a third party without any obligation of confidentiality.

5. Term and Termination

This Agreement shall be effective as of the Effective Date and shall remain in effect for an indefinite period, unless terminated earlier by mutual written agreement or as otherwise provided herein. Upon termination, the Receiving Party shall promptly return or destroy all Confidential Information.

6. Limited Rights and Obligations

The disclosure of Confidential Information under this Agreement shall not be construed as the granting of any rights or license for any purpose other than those provided hereunder, nor shall there be implied or construed any obligation in the future to grant such rights or license.

7. No Business Association or Obligation to Buy/Sell

This Agreement is not intended to and shall not be construed as creating (i) a joint venture, partnership or other form of business association between the parties, or (ii) an obligation to buy or sell products using or incorporating the Confidential Information.

8. Costs of Suit

If any action is instituted to enforce this Agreement, the prevailing party shall be entitled to its costs of suit, including reasonable attorney’s fees. This Agreement shall be interpreted under and governed by the laws of the state of Missouri.

9. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of Missouri. Any legal action or proceeding arising under or with respect to this Agreement shall be brought in the courts located in Missouri, and the Parties consent to the exclusive jurisdiction and venue of such courts.

10. Entire Agreement

This Agreement contains the entire understanding between the Parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether oral or written.

11. Amendment and Waiver

No amendment or waiver of any provision of this Agreement shall be valid unless made in writing and signed by both Parties.

12. Electronic Signature

By checking the "I AGREE TO THE AFFILIATE'S NON-DISCLOSURE AGREEMENT" checkbox and clicking the "SUBMIT" button on our Affiliate Marketing Assets page form, you acknowledge and agree that this action constitutes your electronic signature, indicating your acceptance and agreement to be legally bound by the terms and conditions of this Non-Disclosure Agreement.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

THRIVE THIS MOMENT, LLC

[Written name takes place as electronic signature]

RECIPIENT'S NAME DISCLOSED IN THE MARKETING ASSETS FORM SUBMISSION

[Recipient's name in the Marketing Assets Form submission takes the place as electronic signature]

Effective Date: This Agreement shall become effective on the date of submission of the Marketing Assets Form by the Receiving Party.

 

Last updated: October 17th, 2023.

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