Legal
Mutual Nondisclosure Agreement and SafeReact Data Terms.
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Mutual Nondisclosure Agreement and SafeReact Data Terms
This Mutual Nondisclosure Agreement and SafeReact Data Terms (this "Agreement") is entered into to be effective on September 5, 2026 (the "Effective Date") by and between [Counterparty Legal Name], a [State of Formation] [entity type] (the "Client"), and Fourleaf LLC, a Wyoming limited liability company (collectively, the "Parties" and individually a "Party"). The Parties wish to evaluate and, if they proceed, use SafeReact, a reactivation intelligence service operated by Fourleaf LLC, in which the Client shares email list records for Fourleaf LLC to score and return a recommendation of which records are safe to mail (the "SafeReact Services"), beginning with an initial proof-of-concept test and continuing with any further processing the Parties agree to, and to discuss and carry out a business relationship (together, the "Purpose"). In connection with the Purpose, each Party may disclose to the other certain confidential business and technical information. This Agreement sets forth the terms on which the Parties will protect that information and handle the Client's data.
1. Confidential Information. "Confidential Information" means non-public business, technical, or financial information disclosed by one Party (the "Disclosing Party") to the other Party (the "Receiving Party") that has or could have commercial value or that a reasonable person would understand to be confidential, including without limitation business and product plans, customer and email list data, pricing, methods, models, algorithms, technical and financial information, and the existence and subject matter of the Parties' negotiations or any business relationship between them. Confidential Information does not include information that the Receiving Party can document (a) is or becomes public through no fault of the Receiving Party, (b) was rightfully known to it without restriction before disclosure, (c) was rightfully received from a third party without restriction, or (d) was independently developed without use of the Disclosing Party's Confidential Information.
2. Obligations of the Receiving Party. The Receiving Party will (i) hold the Confidential Information in confidence and protect it with at least reasonable care, and no less than the care it uses for its own confidential information of like importance; (ii) not disclose Confidential Information to anyone other than its employees, advisors, and professional representatives who have a need to know it for the Purpose and who are bound by confidentiality obligations or professional duties at least as protective as those in this Agreement; and (iii) use Confidential Information only for the Purpose. The Receiving Party is responsible for any breach of this Agreement by its representatives. If the Receiving Party is legally compelled to disclose Confidential Information by court order or governmental authority, it may do so, provided that it gives the Disclosing Party reasonable prior notice where legally permitted and discloses only the portion legally required. The Receiving Party acquires no right, title, or other ownership interest in the Disclosing Party's Confidential Information.
3. Client Data; Use and Deletion. Any email list records, in hashed or unhashed form, and any related data that the Client shares with Fourleaf LLC for the SafeReact Services (the "Client Data") are Confidential Information of the Client and are subject to this Section 3. With respect to the Client Data, Fourleaf LLC will:
(a) use the Client Data solely to perform the SafeReact Services and return results to the Client, and for no other purpose;
(b) process the Client Data in a secure, access-controlled environment using reasonable administrative, technical, and physical safeguards;
(c) not sell, license, share, or transfer the Client Data to any third party, and not use the Client Data to build, train, or enrich any data product, model, or asset;
(d) not send, or cause to be sent, any email or other communication to the records in the Client Data; and
(e) delete the Client Data and all copies promptly upon completing the applicable processing and returning the related results, and in any event within thirty (30) days after that processing concludes, other than routine system backups that are overwritten in the ordinary course and are not accessed, and confirm such deletion in writing upon request.
The Client will provide only the data reasonably necessary for the SafeReact Services and will not include sensitive personal information, data concerning children, health information, financial account numbers, government identification numbers, passwords, or other highly sensitive data, unless the Parties expressly agree otherwise in writing. The Client represents that it has the rights, permissions, notices, consents, and lawful basis, as applicable, to share the Client Data for the SafeReact Services and that doing so does not violate applicable law or any agreement or privacy commitment. Each Party will comply with the laws applicable to it in connection with the SafeReact Services.
Fourleaf LLC retains all right, title, and interest in its scoring technology, models, and methods. The scores, results, and recommendations Fourleaf LLC returns (the "Results") are the Confidential Information of both Parties, and the Client may use the Results in its own email program, including to decide which records to mail, suppress, or segment. The Results are recommendations only. Fourleaf LLC does not guarantee deliverability, inbox placement, revenue, regulatory compliance, or the absence of spam complaints, and the Client remains solely responsible for its own list and for any decision to send email, including compliance with applicable email and privacy laws. The SafeReact Services are provided on an as-is basis. The Parties expect to begin with an initial proof-of-concept test, and the commercial terms of any engagement, including pricing and volume, will be set out in a separate order or statement of work. Nothing in this Agreement obligates either Party to a particular volume or to continue the SafeReact Services.
4. Term and Survival. This Agreement remains in effect for three (3) years from the Effective Date and will automatically renew for successive one-year periods unless either Party gives written notice of non-renewal at least thirty (30) days before the end of the then-current term. Each Party's obligations with respect to Confidential Information disclosed during the term continue for three (3) years after disclosure, except that (i) obligations regarding Client Data are governed by Section 3, and (ii) information that qualifies as a trade secret remains protected for as long as it remains a trade secret under applicable law.
5. Return or Destruction of Confidential Information. Upon the Disclosing Party's request, the Receiving Party will promptly return or destroy all Confidential Information of the Disclosing Party in its possession, together with all copies, notes, and summaries. The Receiving Party is not required to return or destroy Confidential Information that it must preserve under applicable law or that remains in ordinary, routine system backups, provided that any retained copies may not be used for any purpose and remain subject to this Agreement for as long as they are retained.
6. Remedies. Each Party acknowledges that a breach of this Agreement may cause harm for which monetary damages would be an inadequate remedy. Accordingly, in addition to any other remedies available to it, the non-breaching Party may seek injunctive relief, including specific performance, without the need to post a bond.
7. Limitation of Liability. To the maximum extent permitted by law, neither Party will be liable for any indirect, incidental, consequential, special, exemplary, punitive, or lost-profit damages arising out of this Agreement or the SafeReact Services, even if advised of the possibility of such damages. Fourleaf LLC's total aggregate liability arising out of this Agreement or the SafeReact Services will not exceed $10,000. This limitation does not apply to willful misconduct, fraud, or a Party's payment obligations, if any.
8. Miscellaneous. Each Party will notify the other in writing without undue delay after becoming aware of any unauthorized use or disclosure of, or any security incident affecting, the other Party's Confidential Information. If any provision of this Agreement is held unenforceable, it will be limited or eliminated to the minimum extent necessary, and the remainder will remain in full force and effect. This Agreement is governed by the laws of the State of Texas, without regard to its conflicts of law rules. Any action arising out of or relating to this Agreement may be brought in the state or federal courts located in Travis County, Texas, and each Party consents to the jurisdiction and venue of those courts. This Agreement is the entire agreement between the Parties on its subject matter and supersedes all prior discussions and writings. The prevailing Party in any action to enforce this Agreement is entitled to its reasonable costs and attorneys' fees. Any waiver or modification must be in writing and signed by both Parties, and no failure or delay in exercising any right will operate as a waiver.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
Fourleaf LLC
By: /s/ Andrew Westmoreland
Print Name: Andrew Westmoreland
Title: Manager
Address: 30 N. Gould St., Ste #5479, Sheridan, WY 82801
[Counterparty Legal Name]
By: /s/ [Typed signature]
Print Name: [Signer full name]
Title: [Signer title]
Address: [Company address]
Signed electronically on [captured on signing] at [captured on signing] UTC. IP: [captured on signing].
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