This Non-Disclosure Agreement ("Agreement") is made on the date below, between K-Wired, LLC ("Company") and the party identified on the signature page below ("Other Party"). This Agreement exists solely to protect the private, confidential, and proprietary information and internal business operations of K-Wired, LLC, including any affiliated entities ("Purpose").
Section 1 — Confidential Information
"Confidential Information" means all proprietary, non-public, or sensitive information exchanged between the Parties, whether tangible or intangible, including but not limited to: Technology and software; Source code, scripts, and technical documentation; Designs, wireframes, layouts, and creative assets; Business methods, processes, and strategies; Pricing models, financial data, and forecasts; Client, customer, and user information; Policies, procedures, and internal operations; Employee or contractor information; Any other business or technical information. Includes information marked confidential/proprietary or reasonably understood to be so.
Section 2 — Non-Disclosure and Use Restrictions
Other Party agrees to hold Confidential Information in strict confidence; not disclose to any third party; and use solely for the stated Purpose. Obligations apply for one (1) year from initial disclosure. Protect with at least reasonable care. Promptly notify Company of misuse. May disclose only to those with need to know bound by equal restrictions.
Section 3 — Permitted Disclosure/Exclusions
Excludes information that: was public; already known; independently developed; lawfully obtained from a third party; disclosed with written approval; or must be disclosed by law/court order (with notice and minimum disclosure).
Section 4 — Return or Destruction
Upon request, promptly return or certify destruction of all Confidential Information and derivatives.
Section 5 — Ownership and No License
All Confidential Information remains exclusive property of Company. No IP rights granted except limited use for Purpose. No employment, partnership, JV, or agency created. No obligation to further business.
Section 6 — No Reverse Engineering
No modify, reverse engineer, decompile, disassemble, reproduce, or create derivatives from software/materials in Confidential Information.
Section 7 — No Warranty
Provided "AS IS." All warranties disclaimed including merchantability, fitness, title, non-infringement.
Section 8 — No Publicity
No disclosure of Agreement existence, Confidential Information disclosure, or relationship without prior written consent, except as required by law.
Section 9 — Non-Solicitation
During term and two (2) years after: no soliciting Company clients/customers for competitive services; no inducing clients to leave; no recruiting Company personnel — without prior written consent. General advertising not specifically directed is permitted.
Section 10 — Term and Survival
Commences on effective date; Company may terminate with 30 days notice. Confidentiality survives two (2) years after termination.
Section 11 — Remedies
Unauthorized disclosure may cause irreparable harm; Company entitled to injunctive relief plus other remedies.
Section 12 — Governing Law
Laws of the State of Florida, without conflict-of-law principles.
Section 13 — Final Provisions
Entire agreement on confidentiality; written amendments; no waiver by non-enforcement; severability; counterparts; Company may assign freely; notices in writing.
COMPANY
K-Wired, LLC. NAME: Will Kennedy TITLE: MGMBR ADDRESS: 110 Spirit Lake Rd. (STE 4), Winter Haven, FL 33880
