Partners & Contractors
Mutual Non-Disclosure Agreement.
For strategic partners, contractors, developers, investors, attorneys, and white-label partners. Not required for ordinary customers.
This Mutual Non-Disclosure Agreement (“Agreement”) is entered into between Allen-Smith Capital Group, Inc., including its Legacy Prep Solutions division (collectively, the “Company”), and the counterparty identified on the signature page (“Recipient”).
1. Who this NDA is for
This NDA is intended for: strategic partners, contractors, developers, investors, attorneys, and white-label partners. Ordinary customers of the Legacy Prep Solutions platform are NOT required to sign this NDA; their use is governed by our Terms of Service and Privacy Policy.
2. Definition of Confidential Information
“Confidential Information” means any non-public information disclosed by either party, including without limitation: the Legacy Prep Solutions™ platform, questionnaires, workflows, document generation systems, forms, templates, educational content, branding, software logic, trust planning methodologies, source code, business plans, financial information, customer information, strategic plans, and any derivatives of the foregoing.
3. Obligations
Each party shall: (a) hold the other party’s Confidential Information in strict confidence; (b) use it solely for the purpose of evaluating or performing the parties’ business relationship; (c) limit disclosure to employees, agents, or advisors with a need to know who are bound by confidentiality obligations no less restrictive than these; and (d) protect it using at least the same degree of care it uses for its own confidential information, and in no event less than reasonable care.
4. Exclusions
Confidential Information does not include information that is: (a) publicly available through no breach of this Agreement; (b) rightfully known prior to disclosure without an obligation of confidentiality; (c) independently developed without use of the other party’s Confidential Information; or (d) rightfully received from a third party without confidentiality obligations.
5. Intellectual property
Nothing in this Agreement transfers ownership of any intellectual property. The Legacy Prep Solutions™ platform and related materials remain the proprietary intellectual property of Allen-Smith Capital Group, Inc. No portion may be copied, reproduced, reverse engineered, distributed, sold, licensed, modified, or used to create competing products or services without prior written authorization from Allen-Smith Capital Group, Inc.
6. No license
No license, express or implied, is granted under any patent, copyright, trademark, trade secret, or other intellectual property right by virtue of this Agreement.
7. Term
This Agreement is effective on the date of last signature and continues for three (3) years, except that confidentiality obligations regarding trade secrets continue for as long as such information remains a trade secret under applicable law.
8. Return or destruction
Upon written request, each party will promptly return or destroy the other party’s Confidential Information and certify such destruction in writing.
9. Remedies
The parties acknowledge that breach of this Agreement may cause irreparable harm for which monetary damages would be inadequate, and that the non-breaching party shall be entitled to seek injunctive and other equitable relief in addition to any other remedies available at law.
10. Governing law
This Agreement is governed by the laws of the State in which Allen-Smith Capital Group, Inc. is organized, without regard to conflict-of-laws principles.
11. Entire agreement
This Agreement constitutes the entire agreement between the parties regarding confidential information and supersedes all prior or contemporaneous understandings on the subject.
12. Requesting an executed NDA
To request a countersigned NDA, contact us through the contact page or email support@legacyprepsolutions.com with your organization name, role, and the purpose of the engagement.
This template is provided for convenience and does not constitute legal advice. Specific engagements may require a customized agreement.
Legacy Prep Solutions provides educational and document preparation support services and does not provide legal advice. Clients are encouraged to consult a licensed attorney.