This Non-Disclosure Agreement (the "Agreement") is entered into as of March 15, 2025, by and between 0SPX AutoTrades, LLC, with its principal place of business at 255 S Orange Avenue, 104th Floor, Orlando, FL 32801 ("Disclosing Party") and Investor ("Receiving Party").
Definition of Confidential Information
"Confidential Information" refers to any data or information, oral or written, disclosed by the Disclosing Party to the Receiving Party that is not generally known to the public and is identified as confidential, including but not limited to trade secrets, business plans, strategies, customer information, financial information, proprietary technology, and any information obtained through the 0SPX AutoTrades app and platform.
Obligations of Receiving Party
The Receiving Party agrees to:
a. Maintain the confidentiality of the Confidential Information and exercise the same degree of care in protecting it as it would with its own confidential information.
b. Use the Confidential Information solely for the purpose of evaluating or engaging in discussions concerning a potential business relationship with the Disclosing Party.
c. Not disclose any Confidential Information to any third party without the prior written consent of the Disclosing Party.
Exclusions from Confidential Information
The Receiving Party's obligations under this Agreement do not extend to information that is:
a. Publicly known at the time of disclosure or becomes publicly known through no wrongful act of the Receiving Party.
b. Rightfully received from a third party without breach of this Agreement.
c. Independently developed by the Receiving Party without the use of or reference to the Confidential Information.
d. Disclosed with the Disclosing Party's prior written consent.
Term
This Agreement and the Receiving Party's duty to hold Confidential Information in confidence shall remain in effect until the Confidential Information no longer qualifies as confidential or until terminated by the Disclosing Party in writing.
Return of Materials
Upon termination of this Agreement or upon request by the Disclosing Party, the Receiving Party shall promptly return or destroy all materials containing Confidential Information.
No License
Nothing contained in this Agreement shall be construed as granting or conferring any rights by license or otherwise in any Confidential Information disclosed under this Agreement.
Remedies
The Receiving Party acknowledges that any breach of this Agreement will cause irreparable harm to the Disclosing Party, and that the Disclosing Party shall be entitled to seek injunctive relief and any other remedy available at law or equity.
Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles.
Modification
The Disclosing Party reserves the right to modify this Agreement at any time. Any modifications will be effective upon written notice to the Receiving Party.
Miscellaneous
a. This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether oral or written.
b. This Agreement may not be amended or modified except in writing signed by both parties, except as stated in Section 9.
c. If any provision of this Agreement is found to be unenforceable, the remainder shall be enforced as fully as possible and the unenforceable provision shall be deemed modified to the limited extent required to permit enforcement of the Agreement as a whole.
d. This Agreement also covers any information obtained through the 0SPX AutoTrades app and platform.
By checking the box below, I acknowledge that I have read, understand, and agree to the terms of this Non-Disclosure Agreement.