Confidentiality Agreement
This Confidentiality Agreement (the "Agreement") is entered into between: Yarbo International Inc., a Delaware corporation with its principal office at 8 The Green Ste A, Dover, DE 19901, USA ("Yarbo") and The business entity or individual registering as a Yarbo Partner or service provider ("Partner"). (collectively, the "Parties" and each, a "Party").
RECITALS
WHEREAS, Yarbo is engaged in the business of designing, manufacturing, and selling robotic equipment;
WHEREAS, Partner wishes to register as an authorized Yarbo Partner or other service provider to access confidential resources;
WHEREAS, in connection with the registration and access to Yarbo's portal, Yarbo will disclose to Partner certain confidential and proprietary information;
WHEREAS, Partner acknowledges that such information is valuable, proprietary, and confidential to Yarbo and its clients.
NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. PURPOSE
The purpose of this Agreement is to protect Confidential Information disclosed by Yarbo to Partner to enable Partner to evaluate and participate in Yarbo's program, and conduct related business activities (the "Purpose").
2. DEFINITION OF CONFIDENTIAL INFORMATION
"Confidential Information" means any and all non-public information disclosed by Yarbo to Partner, whether orally, in writing, electronically, or in any other form, including but not limited to: Partner pricing schedules, discount rates, product specifications, unpublished product information, marketing materials, business plans, customer data, financial information, technical data, software, trade secrets, product structure, maintenance guide and any other information that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include information that: (a) is or becomes publicly available through no breach of this Agreement by Partner; (b) was rightfully in Partner's possession prior to disclosure by Yarbo; (c) is independently developed by Partner without use of Yarbo's Confidential Information; or (d) is rightfully received by Partner from a third party without confidentiality restrictions.
3. OBLIGATIONS OF PARTNER
Partner agrees to:
3.1 Maintain all Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care;
3.2 Use Confidential Information solely for the Purpose and for no other purpose whatsoever;
3.3 Not disclose any Confidential Information to any third party without Yarbo's prior written consent, except as permitted in Section 4;
3.4 Not use Yarbo's name, trademarks, or other identifying marks in any public announcement, promotional material, or marketing effort without Yarbo's prior written approval;
3.5 Immediately notify Yarbo upon becoming aware of any unauthorized use, access, or disclosure of Confidential Information and cooperate with Yarbo to mitigate any harm.
4. PERMITTED DISCLOSURES
Partner may disclose Confidential Information only to its employees, officers, directors, or professional advisors who have a strict need-to-know for the Purpose and who are bound by confidentiality obligations at least as protective as those set forth herein. Partner shall remain fully liable for any breach of this Agreement by such persons.
5. TERM AND SURVIVAL
5.1 This Agreement shall become effective upon Partner's electronic acceptance during the registration process (the "Effective Date").
5.2 The confidentiality obligations set forth in this Agreement shall survive the termination or expiration of this Agreement. The obligations concerning Confidential Information shall continue for a period of three (3) years from the date of such termination or expiration.
Notwithstanding the foregoing, with respect to any Confidential Information that constitutes a "trade secret"under applicable law, the confidentiality obligations shall remain in effect for as long as such information continues to qualify as a trade secret.
5.3 Upon termination of Partner's Partner status or upon Yarbo's written request, Partner shall immediately: (a) cease all use of Confidential Information; (b) destroy or return all Confidential Information in its possession; and (c) certify such destruction or return in writing. Notwithstanding the foregoing, Partner may retain one copy of Confidential Information solely for compliance with legal or professional record-keeping requirements.
6. REMEDIES
Partner acknowledges that any breach of this Agreement will cause irreparable harm to Yarbo for which monetary damages would be inadequate. Accordingly, Yarbo shall be entitled to seek injunctive relief and any other remedies available at law or in equity, without the necessity of posting a bond.
7. NO LICENSE OR OBLIGATION TO TRANSACT
Nothing in this Agreement grants Partner any license, intellectual property rights, or ownership interest in any Confidential Information. This Agreement does not obligate either party to enter into any business transaction or continue any business relationship.
8. GOVERNING LAW AND DISPUTE RESOLUTION
This Agreement shall be governed by and construed in accordance with the laws of the State of New York, USA, without regard to its conflict of law principles. Any dispute arising out of or relating to this Agreement shall be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration shall take place in New York, New York, and shall be conducted in English. The arbitral award shall be final and binding on both parties.
9. GENERAL PROVISIONS
9.1 Electronic Signature. Partner acknowledges and agrees that by clicking the "I Agree" button during the registration process, Partner is electronically signing this Agreement and such action constitutes Partner's valid and binding signature.
9.2 Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior discussions and agreements.
9.3 Amendment. No amendment or modification of this Agreement shall be valid unless made in writing and signed by both Parties.
9.4 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.