Mutual Non-Disclosure Agreement

This OneLiquidity Mutual Non-Disclosure Agreement ("Agreement") is a contract between YOU  and LQTY PAYMENTS INC. or its affiliate as the case may be ("OneLiquidity" "we," or" us"). By using the website, https://www.oneliquidity.com/ and any associated websites, APIs, mobile applications, or retail products and/or services (collectively the "OneLiquidity Site & Services"), you agree to be legally bound to this Agreement and acknowledge that you have read, understood, and accept all the terms and conditions contained in this Agreement, User Agreement, and Privacy Policy.

Recitals

The Parties anticipate that, in connection with potential or existing business discussions or engagements, each Party may disclose to the other certain confidential and proprietary information relating to its business, products, services, technology, customers, finances, and regulatory compliance (the “Confidential Information”). The Parties wish to protect the confidential nature of such information and to establish certain restrictions on use, disclosure, and competition in light of the potential relationship.

1.Definitions

Confidential Information means all non-public information disclosed by the Disclosing Party to the Recipient, including but not limited to business plans, financial data, customer lists, source code, software, architectures, policies, procedures, and regulatory compliance information.

Permitted Disclosure means disclosures expressly permitted by this Agreement or required by law, provided the Recipient gives prompt written notice to the Disclosing Party to seek protective orders or similar relief where possible.

Purpose means the evaluation or conduct of discussions and activities related to a potential or existing business relationship between the Parties.

2.1 The Recipient shall hold confidential information in strict confidence and shall not disclose it to any third party without the Disclosing Party’s prior written consent, except to the extent required by law or as permitted by this Agreement.

2.2 The Recipient shall use confidential information solely for the purpose and shall take all reasonable precautions to protect such information, at least as diligently as it protects its own confidential information of a similar nature.

2.3 The Recipient shall not copy, reproduce, or reverse engineer confidential information except as reasonably necessary to fulfill the purpose, and shall return or securely destroy confidential information upon request or termination of the Purpose.

3.1 Confidential Information does not include information that: 

 is or becomes publicly known through no fault of the Recipient; 

was rightfully in the Recipient’s possession without restriction prior to disclosure; 

is independently developed by the Recipient without use of or reference to the Disclosing Party’s Confidential Information; or 

is rightfully received from a third party without breach of a duty of confidentiality.

4.1 During the term of this Agreement and for a period of twenty four(24) months thereafter (the “Restricted Period”), the Recipient shall not solicit, induce, or attempt to solicit or induce any employee, consultant, contractor, or officer of the Disclosing Party to terminate or alter their relationship with the Disclosing Party.

4.2 The foregoing shall not prohibit general advertisements or solicitations not specifically targeted at the Disclosing Party’s personnel.

6.1 During the term of this Agreement and for a period of twelve (12) months thereafter (the “Non-Compete Period”) the Recipient shall not engage in or assist any business that competes with the Disclosing Party in relation to the Purpose to the extent reasonably necessary to protect confidential information and legitimate business interests.

6.2 Reasonableness: The scope, geographical area, and duration shall be limited to what is reasonably necessary to protect trade secrets, confidential information, and legitimate business interests and shall be narrowly tailored to the Recipient’s role and access.

6.3 For clarity, this non-compete applies only to activities that directly compete with the Disclosing Party’s core business as it relates to the disclosed confidential information and the Purpose of this Agreement.

All confidential information, and any derivatives thereof, remain the sole property of the Disclosing Party. Nothing in this Agreement grants the Recipient any rights, by license or otherwise, to confidential information except as expressly set forth herein.

Upon written request or termination of the Purpose, the Recipient shall promptly return or securely destroy all confidential information (including copies, notes, and summaries) in its possession or control and provide a written certification of destruction if requested.

9.1. Indemnity: Receiving Party agrees to indemnify, defend, and hold harmless the Disclosing Party and its Affiliates against any damages, or judgments (including, but not limited to, interest, attorneys’ fees, and costs of enforcing such obligations under this indemnity) which result from:

9.2. Use the confidential information by the Receiving Party or its Representatives for any purpose other than this Agreement.

9.3. any breach or alleged breach of any warranty, representation, agreement, or inducement herein made by the Receiving Party or its Representatives;

9.4. any acts, omissions, or representations of the Receiving Party; or

9.5. other costs otherwise incurred by the Disclosing Party in enforcing or preserving its rights under this Agreement.

The Recipient agrees to comply with applicable privacy and data protection laws in Canada (e.g., PIPEDA and any provincial privacy laws) in connection with any Personal Information handled under this Agreement and to implement reasonable security measures to protect such information.

This Agreement shall commence on the Effective Date and continue until terminated by either party with (30) days’ prior written notice or as otherwise provided herein. The confidentiality obligations shall survive for a period of twenty four months (2) years following termination, or indefinitely for trade secrets.

The Parties acknowledge that breach of confidentiality, non-solicitation, non-circumvention, or non-compete covenants may cause irreparable harm. In such circumstances, the Disclosing Party shall be entitled to seek injunctive or other equitable relief in addition to any other remedies available at law.

This Agreement will be governed by and construed by the laws of England and Wales and all disputes, actions, and other matters relating thereto will be determined by such law and the Parties hereby submit to the exclusive jurisdiction of the Courts of England and Wales, in any dispute arising from or in connection with this Agreement.

14.1 Entire Agreement: This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior understandings, arrangements, or agreements, whether written or oral, relating to such subject matter.

14.2 Amendments: No amendment or modification shall be effective unless it is in writing and signed by authorized representatives of both Parties.

14.3 Waiver: The failure to enforce any provision of this Agreement shall not constitute a waiver of such provision or the right to enforce it later.

14.4 Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid or unenforceable provision shall be replaced by a valid provision that most closely approximates the Parties’ original intent.

14.5 Notices: Any notice required or permitted to be given under this Agreement shall be in writing and delivered by [courier, registered mail, or email with acknowledgment of receipt] to the addresses set forth above (or to such other address as a Party designates in writing).

14.6 Independent Contractors: The relationship of the Parties under this Agreement is that of independent contractors. Nothing herein shall be construed to create a partnership, joint venture, agency, or employment relationship, and neither Party shall have the authority to bind the other.

14.7 Publicity: Neither Party shall make any public announcements or issue press releases relating to this Agreement or the relationship contemplated hereby without the prior written consent of the other Party, except as required by law or regulatory obligation.

14.8 Return of Confidential Information Upon Termination: Upon termination of this Agreement for any reason, the Recipient shall promptly return all confidential Information and any originals, copies, or derivatives in its possession, or securely destroy them as directed by the Disclosing Party, and certify in writing that such return or destruction has been completed.

14.9 Survival: The obligations set out in this Agreement, including but not limited to confidentiality, non-solicitation, non-circumvention, and non-compete, shall survive termination to the extent expressly stated herein.

14.10 Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute the same instrument.

I acknowledge that I have read, understood and agree to be bound by the above terms, which together with the User Agreement and Terms of Service form the basis of my relationship with OneLiquidity.