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Digital Second Opinion
Non-Disclosure Agreement

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Climb Marketing/Digital Second Opinion NDA

By clicking the box next to “I agree to the Non-Disclosure Agreement” on Consultant’s website, you are entering into this Non-Disclosure Agreement (this “Agreement”) with Consultant. PLEASE READ THIS AGREEMENT CAREFULLY.

1.    AGREEMENT

This Agreement is between Climb Marketing, a Michigan limited liability company with offices at 1306 W. Madison St., Ann Arbor, Michigan 48103 (“Consultant” or “Recipient”), and you at the address you provided on Consultant’s website (“Customer” or “Discloser”). This Agreement takes effect at the time Consultant receives payment from you for the Services and you select a time slot for the consultation on Consultant’s website (the “Effective Time”).

2.    CONFIDENTIAL INFORMATION

“Confidential Information” means information not generally known or available outside Discloser and information entrusted to Discloser in confidence by third parties. Confidential Information includes, without limitation: technical data, trade secrets, know-how, research, product or service ideas or plans, software codes and designs, algorithms, developments, inventions, patent applications, processes, formulas, techniques, engineering designs and drawings, agreements with third parties, lists of, or information relating to, employees and consultants of the Discloser, lists of, or information relating to, suppliers and customers, price lists, pricing methodologies, cost data, market share data, marketing plans, licenses, contract information, business plans, financial forecasts, historical financial data, budgets or other business information disclosed by Discloser (whether by oral, written, graphic or machine-readable format), which Confidential Information would, under the circumstances, appear to a reasonable person to be confidential or proprietary. 

3.    NON-DISCLOSURE OF CONFIDENTIAL INFORMATION

Recipient shall not use any Confidential Information for any purpose other than to provide the services contemplated by the Consulting Agreement of even date herewith between Recipient and Discloser (“Services”). Recipient shall not disclose or permit disclosure of any Confidential Information to third parties or to employees of Recipient, other than directors, officers, employees, consultants and agents of Recipient who are required to have the information in order to perform the Services. Recipient shall take reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information. Such measures shall include the degree of care that Recipient utilizes to protect its own Confidential Information of a similar nature. Recipient shall notify Discloser of any misuse, misappropriation or unauthorized disclosure of Confidential Information which may come to Recipient’s attention.

4.    EXCEPTIONS

Notwithstanding the above, information disclosed hereunder shall not be considered “Confidential Information” where Recipient can prove that such information: (a) was in the public domain at the time it was disclosed or has entered the public domain through no fault of Recipient; (b) was known to Recipient, without restriction, at the time of disclosure; (c) was independently developed by Recipient without any use of the Confidential Information; (d) becomes known to Recipient, without restriction, from a source other than Discloser without breach of this Agreement by Recipient; or (e) is disclosed pursuant to the order or requirement of a court, administrative agency, or other governmental body.

5.    RETURN OF MATERIALS

Any Confidential Information that has been furnished by Discloser in a tangible medium to Recipient shall be promptly returned or destroyed by Recipient upon the written request of Discloser.

6.    INTELLECTUAL PROPERTY

Each party shall retain ownership of any intellectual property right(s) owned by such party prior to the Effective Time. No intellectual property right shall be deemed transferred or licensed by virtue of this Agreement. Nothing in this Agreement requires the disclosure of any Confidential Information, which shall be disclosed, if at all, solely at Discloser’s option.

7.    TERM

The foregoing commitments of Recipient shall survive for a period of one (1) year after the Effective Time.

8.    NATURE OF RELATIONSHIP

Consultant is an independent contractor and not an employee, agent, joint-venturer or partner of Customer. Consultant is responsible for its own costs and legal responsibilities of doing business, including insurance, taxes, workers compensation, and employment benefits.

9.    REMEDIES

Each party’s obligations set forth in this Agreement are necessary and reasonable in order to protect Discloser and its business. Due to the unique nature of Discloser’s Confidential Information, monetary damages may be inadequate to compensate Discloser for any breach by Recipient of its covenants set forth in this Agreement. Accordingly, the parties each agree and acknowledge that any such violation or threatened violation may cause irreparable injury to Discloser and, in addition to any other remedies that may be available, in law, in equity or otherwise, Discloser shall be entitled to obtain injunctive relief against any breach or threatened breach of this Agreement by Recipient.

10.    GENERAL

All required communications shall be in writing and addressed to the recipient party at its address set forth above, or to such address and person as may be designated by such party in writing. All communications will be deemed given when hand-delivered; or if mailed, by registered mail with verification of receipt, upon date of mailing; or if by electronic mail or facsimile, when received (with verification of transmission sent promptly to the receiving party along with a hard copy of the communication). This Agreement shall be governed exclusively by the laws of the State of Michigan, without regard to its conflict of laws rules. The federal and state courts in Washtenaw County, Michigan shall be the exclusive venue for any disputes between the parties. This Agreement constitutes the entire understanding of the parties with respect to the stated subject matter and replaces any previous or contemporaneous proposals, promise, written or oral communications, or understanding. The Agreement may be amended only by writing signed on behalf of both parties.

Last Updated: 11-23-2019