Non-Disclosure Agreement

CLICK THROUGH NON-DISCLOSURE AGREEMENT 

This Click-Through Non-Disclosure Agreement (“Agreement”) is entered into as of today (“Effective Date”) by and between Fracvest, LLC, a Michigan limited liability company, on behalf of itself and its affiliates (collectively, “Company”), and you, the individual accessing the Confidential Information (defined below) and any single legal entity on behalf of which you are acting (together, “You” or “you”).  Company wishes to protect and preserve the Confidential Information and materials that may be disclosed or made available to you in connection with Company’s website, membership services, features and benefits.  

YOU MUST READ CAREFULLY AND UNDERSTAND THIS AGREEMENT. BY CLICKING THE “I AGREE"BUTTON LOCATED ON THIS PAGE, YOU AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DONOT AGREE WITH ALL THE TERMS OF THIS AGREEMENT AND DO NOT AGREE TO BE BOUND BYTHIS AGREEMENT, PLEASE DO NOT CLICK THE “I AGREE” BUTTON. IF YOU DO NOT ACCEPTTHIS AGREEMENT, YOU MAY NOT USE OR ACCESS THE CONFIDENTIAL INFORMATION.

1.         Definitions.
            1.1       “ConfidentialInformation” means all information concerning or relating to the business, operations, assets, and affairs of the Company, including but not limited to:trade secrets and all other intellectual property; prototypes, programming code, applications, interfaces (APIs), and database schema; supplier, customer, and prospect lists; real estate listings, current and anticipated customer requirements; pricing information; current and anticipated market demand;  financial statements, projections and budgets; marketing strategies, plans and efforts; the website hosting and platform; contracts and agreements; potential revenue streams; strategies to expand business into new markets; silent or financial partners who may exist now or at any time in the future; and any other non-public information the Company provides You or information that the Company provides to you that a reasonable person would deem confidential, including without limitation information or data that Company discloses  either orally or visually, regardless of whether such information or data is identified as confidential at the time of disclosure.
            
              1.2       “Your Representatives” include Your employees, agents, representatives, and any other person or entity acting on behalf of You who has or have a reasonable need to know the Confidential Information. Any reference to “You” in this Agreement shall include any of Your Representatives who have received any Confidential Information. You shall be liable for any use or disclosure of the Confidential Information by You or Your Representatives made in violation of the terms of this Agreement.

2.         Restrictions on Disclosure of Confidential Information.
             2.1       You shall at all times keep strictly confidential and not disclose, or cause or permit to be disclosed, to any person or entity Company’s Confidential Information, except to Your Representatives who have agreed to be bound by and adhere to the terms and conditions of this Agreement.
            2.2       You must take all actions reasonably necessary to ensure that the Confidential Information remains strictly confidential and is not disclosed to any person or entity except in accordance with the terms of this Agreement.
           2.3       Recipient may disclose the Confidential Information in response to a valid order or subpoena issued by a court or other governmental agency, or as otherwise required by law, or as necessary to establish the rights of either party under this Agreement; provided, however that You will immediately notify Company of receipt of any such order, subpoena, or summons and provide to Company a reasonable period of time in which to oppose such order or subpoena before a response is given.  

3.         No Detrimental Use. You agree that You will not use the Confidential Information in any way detrimental to the Company. You further agree that You will make use of the Confidential Information only for the purposes of considering a potential transaction with Company and for no other purpose.

4.         Ownership; Return of Materials. All Confidential Information and materials furnished to You by Company will remain the property of the Company, and You will have no right, title, or interest in or to any of the Confidential Information. At the request of the Company, you shall promptly return all material containing or reflecting any Confidential Information.  In addition, You shall be prohibited from retaining any copies, extracts, downloads, or other reproductions, in whole or in part, of the Confidential Information. You shall not decompile or reverse engineer any Confidential Information. If You do not enter into a transaction with Company, You shall destroy all documents, memoranda, notes, files (electronic or otherwise), or other documents in any for prepared by You that are based on the Confidential Information and provide the Company with evidence substantiating such destruction to the Company’s reasonable satisfaction. 

5.         InjunctiveRelief.  You acknowledge that the remedy at law for any breach, or threatened breach, by You of the terms of this Agreement shall be inadequate and that the damages resulting to Company from such breach are not readily susceptible to being measured in monetary terms. Accordingly, in the event of a breach or threatened breach by You of the terms of this Agreement, Company shall be entitled to immediate injunctive relief and may obtain a temporary order restraining any actual, threatened or future breach. Nothing contained in this section shall be construed as prohibiting Company from pursuing any other remedies available to Company for Your breach or threatened breach of this Agreement, including the recovery of damages. In the event of Your breach or threatened breach of this Agreement, You shall pay, upon demand, all of Company’s reasonable attorney fees and costs incurred in connection with Company’s enforcement  of its rights under this Agreement.

6.         Miscellaneous. This Agreement shall be governed, construed, interpreted and enforced in accordance with the laws of the State of Michigan, without giving effect to any choice of law or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than the State of Michigan. All actions concerning any dispute arising under this Agreement shall be filed and maintained in the state or federal courts in the State of Michigan.