NONDISCLOSURE AGREEMENT (NDA)

Maxus Management LLC

Effective Date: This Policy takes effect automatically upon the Client’s acceptance of the Terms of Service, to which it is incorporated by reference, and is binding for the duration of the contractual relationship between the parties.

INTRODUCTION

This Nondisclosure Agreement (“Agreement” or “NDA”) is entered into by and between Maxus Management LLC, an Illinois limited liability company (“Maxus Management,” “we,” “our,” or “us”), and the undersigned or accepting party (“Client”). By accepting this NDA, whether through digital acknowledgment, signature, or by checking the required box at checkout, the Client agrees to the terms and obligations set forth herein.

This Agreement is intended to protect the confidentiality of Maxus Management’s proprietary information, trade secrets, and sensitive business materials, and shall survive both the duration of any services and the termination of contractual relationships between the parties.

SECTION 1. DEFINITION OF CONFIDENTIAL INFORMATION

1.1 Confidential Information. For the purposes of this Agreement, “Confidential Information” shall mean any non-public, proprietary, or sensitive information disclosed, whether in oral, written, electronic, or visual form, including but not limited to:

  • Business plans, strategies, forecasts, and financial data;

  • Trade secrets, formulas, processes, methods, techniques, and know-how;

  • Software, source code, platforms, scripts, databases, and technical documentation;

  • Marketing plans, client lists, lead information, pricing structures, and contractual arrangements;

  • Designs, artwork, branding, intellectual property, or creative works prepared or owned by Maxus Management;

  • Any information identified as confidential or reasonably understood to be confidential given the nature of its disclosure.

1.2 Exclusions. Confidential Information shall not include information that:

  • Is publicly available at the time of disclosure without fault of the Client;

  • Is lawfully obtained by the Client from a third party without breach of duty;

  • Is independently developed by the Client without reliance on Maxus Management’s information;

  • Is required to be disclosed pursuant to law, regulation, or valid court order.

SECTION 2. OBLIGATIONS OF THE CLIENT

2.1 Non-Disclosure. The Client agrees not to disclose, disseminate, transmit, or otherwise make available any Confidential Information to any third party without prior written consent of Maxus Management.

2.2 Non-Use. The Client agrees not to use Confidential Information for their own benefit or for the benefit of any third party except as expressly authorized in writing by Maxus Management.

2.3 Safeguarding. The Client shall take all reasonable measures to safeguard Confidential Information, including restricting access to authorized personnel only, maintaining security protocols, and preventing unauthorized duplication or transmission.

2.4 Notice of Breach. The Client shall immediately notify Maxus Management of any suspected or actual breach, loss, or unauthorized disclosure of Confidential Information.

SECTION 3. OWNERSHIP AND RETURN OF MATERIALS

3.1 Ownership. All Confidential Information remains the exclusive property of Maxus Management, and no license or ownership rights are granted by disclosure under this Agreement.

3.2 Return or Destruction. Upon termination of Services or upon request by Maxus Management, the Client shall return or destroy all Confidential Information, including copies, reproductions, and derivative works, and certify such destruction in writing if requested.

SECTION 4. REMEDIES

4.1 Injunctive Relief. The Client acknowledges that unauthorized disclosure or use of Confidential Information may cause irreparable harm to Maxus Management, for which monetary damages may be inadequate. Accordingly, Maxus Management shall be entitled to seek injunctive relief, restraining orders, and other equitable remedies in addition to legal damages.

4.2 Damages. In the event of breach, the Client shall be liable for direct damages, consequential damages, loss of profits, attorneys’ fees, and all costs incurred by Maxus Management in enforcing this Agreement.

SECTION 5. TERM AND SURVIVAL

5.1 Term. This NDA shall become effective upon acceptance and shall remain in effect indefinitely, unless terminated in writing by Maxus Management.

5.2 Survival. Obligations of confidentiality, non-use, and indemnification shall survive the termination of Services and remain enforceable for as long as the Confidential Information retains its proprietary or confidential nature.

SECTION 6. CLIENT RESPONSIBILITIES AND INDEMNIFICATION

6.1 Compliance. The Client shall ensure that all employees, contractors, agents, or representatives who have access to Confidential Information comply fully with the terms of this Agreement.

6.2 Indemnification. The Client agrees to indemnify, defend, and hold harmless Maxus Management, its officers, employees, contractors, and affiliates against any claims, losses, or damages resulting from the Client’s breach of this Agreement.

SECTION 7. COLLECTIONS AND ENFORCEMENT

7.1 Collections. If the Client improperly discloses Confidential Information or otherwise breaches this Agreement, resulting in financial damages or unpaid obligations, Maxus Management may refer such matters to collections or pursue legal action.

7.2 Recovery Costs. The Client shall be liable for all costs incurred in enforcing this Agreement, including attorneys’ fees, court costs, and administrative expenses.

SECTION 8. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois, without regard to conflicts of law principles. Venue for any dispute shall lie exclusively in the courts of Illinois.

SECTION 9. ACKNOWLEDGMENT AND ACCEPTANCE

By checking the box at checkout or otherwise affirmatively consenting, the Client acknowledges and agrees:

  • That they have read, understood, and accepted this Nondisclosure Agreement;

  • That all Confidential Information disclosed by Maxus Management shall remain protected;

  • That unauthorized disclosure, misuse, or failure to safeguard such information shall result in enforcement, damages, and equitable relief;

  • That this Agreement is binding and enforceable to the fullest extent of law.

IN WITNESS WHEREOF, the Client affirms full and binding acceptance of this Nondisclosure Agreement as of the Effective Date.