To access the LouieAuto data room, please review and accept the mutual NDA below. This protects both parties during the evaluation process. All submissions are logged.
This Mutual Non-Disclosure Agreement ("Agreement") is entered into as of the date of electronic acceptance below, by and between LouieAuto, a business operated by its founder ("Company"), and the individual and organization identified in the acceptance form below ("Receiving Party"). Company and Receiving Party are each referred to herein as a "Party" and collectively as the "Parties."
The Parties wish to explore a potential acquisition, strategic investment, partnership, or licensing transaction involving the LouieAuto platform and its associated intellectual property (the "Transaction"). In connection with evaluating the Transaction, each Party may disclose to the other certain confidential and proprietary information.
"Confidential Information" means any non-public information disclosed by one Party ("Disclosing Party") to the other ("Receiving Party") that is (a) designated as confidential at the time of disclosure, (b) disclosed under circumstances that would reasonably indicate its confidential nature, or (c) by its nature customarily considered confidential. Confidential Information includes without limitation: source code, architecture documentation, financial data, business plans, customer information, pricing models, lender routing data, AI training data and simulation corpora, employee and contractor information, and product roadmaps.
Each Party, as a Receiving Party, agrees to:
(a) Hold all Confidential Information of the Disclosing Party in strict confidence using at least the same degree of care it uses to protect its own confidential information, and in no event less than reasonable care;
(b) Not disclose Confidential Information to any third party without the prior written consent of the Disclosing Party;
(c) Use Confidential Information solely for the purpose of evaluating the Transaction;
(d) Limit access to Confidential Information to the Receiving Party's employees, officers, directors, attorneys, accountants, and financial advisors who have a legitimate need to know such information in connection with evaluating the Transaction, and who are bound by confidentiality obligations no less protective than those in this Agreement.
The obligations of Section 3 do not apply to Confidential Information that the Receiving Party can demonstrate:
(a) Is or becomes generally known to the public through no breach of this Agreement;
(b) Was rightfully in the Receiving Party's possession prior to disclosure by the Disclosing Party, without restriction on disclosure;
(c) Is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or
(d) Is required to be disclosed by applicable law, regulation, or court order, provided that the Receiving Party gives the Disclosing Party reasonable prior written notice (where permitted by law) to allow the Disclosing Party to seek a protective order.
Receiving Party agrees not to reverse engineer, decompile, disassemble, or otherwise attempt to derive source code, algorithms, or trade secrets from any Confidential Information disclosed hereunder.
During the term of this Agreement and for a period of one (1) year following its termination or expiration, neither Party will, directly or indirectly, solicit for employment or engagement any employee or contractor of the other Party who was introduced to or identified by the soliciting Party in connection with the Transaction, without the prior written consent of the employing Party.
Nothing in this Agreement grants, by implication, estoppel, or otherwise, any license, right, title, or interest in or to the Disclosing Party's Confidential Information, intellectual property, or technology. All Confidential Information remains the exclusive property of the Disclosing Party.
Upon written request by the Disclosing Party, or upon termination of this Agreement, the Receiving Party shall promptly return all tangible materials containing Confidential Information or certify in writing that such materials have been destroyed. Receiving Party may retain one archival copy for legal compliance purposes only.
This Agreement is effective upon electronic acceptance and shall remain in force for two (2) years from the date of acceptance, unless earlier terminated by mutual written agreement. The confidentiality obligations in Sections 3 and 5 survive termination for an additional three (3) years with respect to trade secrets, and two (2) years for all other Confidential Information.
Each Party acknowledges that breach of this Agreement may cause irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, the Disclosing Party shall be entitled to seek equitable relief, including injunction and specific performance, in addition to all other remedies available at law or in equity.
Nothing in this Agreement obligates either Party to enter into or complete the Transaction, negotiate in good faith, or disclose any particular Confidential Information. Either Party may terminate discussions at any time without liability, except as expressly provided herein.
This Agreement is governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict-of-law principles. The Parties consent to exclusive jurisdiction and venue in the state and federal courts located in Bexar County, Texas for any dispute arising under this Agreement.
This Agreement constitutes the entire understanding between the Parties with respect to the confidentiality of information exchanged in connection with the Transaction, and supersedes all prior agreements, understandings, and representations. This Agreement may be amended only by a written instrument signed by both Parties. Electronic acceptance constitutes a valid and binding signature under applicable law, including the Electronic Signatures in Global and National Commerce Act (E-SIGN).
If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect, and the invalid provision will be modified to the minimum extent necessary to make it enforceable.