THIS NONDISCLOSURE AGREEMENT (“Agreement”) is effective by and between Walmart Inc., a Delaware corporation and you regarding the Marketplace services (“Partner up! offer”).
You agree as follows:
- Confidentiality, Non-Disclosure and Restrictions on Use. You shall treat as confidential all Confidential Information and protect it from unauthorized access, use or disclosure. You shall not use or copy any Confidential Information for any purpose other than the Partner up! offer. Further, you shall restrict disclosure of, and access to, the Confidential Information solely to its employees, permitted agents or contractors who need to know such Confidential Information in furtherance of the authorized purposes for use, and only after you advise such employees, agents or contractors as to, and they have acknowledged and agreed to comply with, the restrictions as to such Confidential Information under this Agreement as they apply to you. You shall be responsible and liable for the acts or omissions of your employees, agents or contractors with respect to the obligations under this Agreement. Without limiting any other remedies available at law or equity, Walmart shall be entitled to seek injunctive relief to enjoin any threatened or continuing violation of this Agreement.
- Confidential Information. “Confidential Information” means information obtained from Walmart in the course of the discussions and evaluation of the possible Partner up! offer, or the performance of the Partner up! offer, including the existence of the Partner up! offer, and any information provided by Walmart (or its subsidiaries and affiliates) in any form (written, visual, aural, electronic or otherwise) to you that is treated as confidential or a trade secret by Walmart, including without limitation information with respect to Walmart’s business plans, merchandising plans, financial information and any information that is identified as “confidential”, “restricted” or the like. However, Confidential Information shall not include information that you can prove (A) is in the public domain other than through your unauthorized or improper act or omission (or your employees, agents or contractors); or (B) was independently developed by you without reference to the information provided by Walmart; or (C) is or was lawfully received from a third party having no obligation as to its confidentiality. The restrictions herein shall not apply to prohibit disclosure pursuant to any order or directive of a court or governmental agency of competent jurisdiction, provided that prior notice is given to Walmart so that it may, in its discretion, seek a protective order or other relief from disclosure.
- The term of this Agreement shall be two (2) years from the Effective Date.
- General Terms. This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, both written and oral, between the parties concerning its subject matter. This Agreement may be amended or waived only by written instrument executed by both parties. This Agreement shall be binding on and inure to the benefit of the parties and their respective successors and assigns. Neither party may assign or delegate any of its rights or obligations under this Agreement without the prior written consent of the other party. If any provision of this Agreement is declared void or unenforceable, then such provision shall be deemed amended to the minimum extent required to make it valid and enforceable and effect its intent, and the other provisions shall remain in full force and effect. The waiver of a breach shall not operate or be construed as a waiver of any subsequent breach. All questions concerning the validity, construction, administration and enforcement of this Agreement shall be determined under the laws of Arkansas without regard to any presumption or rule of law requiring its construction against the party drafting any part of the Agreement. The parties consent to the venue and personal jurisdiction of the federal and state courts in Benton and Washington Counties, Arkansas, as the exclusive forums for resolution of any dispute under this Agreement. All notices under this Agreement must be in writing and deemed to have been duly given (a) when delivered by hand; (b) one (1) day after delivery by receipted overnight delivery; or (c) three (3) days after being mailed by certified or registered mail, return receipt requested, with postage prepaid to the Party to the address of the Party to be noticed as set forth on page one of this Agreement or other address as last provided to the other Party by written notice. The captions and headings used in this Agreement are used for convenience only and are not to be given any legal effect.