Mutual Non-Disclosure Agreement (NDA)

Last updated: 202601120001 (y|m|d|time)

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Mutual Non-Disclosure Agreement (NDA)

Welcome to Me Time COACHING!

The Me Time COACHING website, hereinafter (“Site” AND/OR “Website”) located at https://metime.one is a copyrighted work belonging to ME TIME COACHING, a BY Williams LLC Company, hereinafter (“Company” AND/OR “the Company”). Certain features of the Website (aka. “Domain” AND/OR “subdomains”) may be subject to additional guidelines, terms, agreements, or rules, which will be posted on this Website in connection with such features. All such additional terms, guidelines, agreements, and rules are incorporated by reference into this Agreement.

THIS MUTUAL NON-DISCLOSURE AGREEMENT (NDA) describes and forms the legally binding terms and conditions (“Agreement”) that oversee the entity or sole proprietor, hereinafter (“you” AND/OR “your” AND/OR “your representative”) usage and access to this Website or Services.

BY ACCESSING OR LOGGING INTO THE WEBSITE, YOU OR YOUR REPRESENTATIVE WILLINGLY AGREE OR ARE BEING COMPLIANT THAT THESE TERMS AND YOU REPRESENT THAT YOU OR YOUR REPRESENTATIVE HAVE THE AUTHORITY AND CAPACITY TO ENTER INTO THESE TERMS. YOU SHOULD BE AT LEAST 18 YEARS OF AGE TO ACCESS THIS WEBSITE. IF YOU DISAGREE WITH ANY OF THE PROVISIONS OF THESE TERMS, DO NOT LOG INTO AND/OR CONTINUE USAGE OF THIS WEBSITE OR SERVICES, AND DELETE YOUR BROWSER HISTORY IMMEDIATELY.

THIS MUTUAL NON-DISCLOSURE AGREEMENT (this “Agreement”) becomes permanently effective upon the date you first access or use any service (aka. “Effective Date”) offered by the Company and continues indefinitely until you or the Company terminate it (aka. “Term”) in writing. The writing may be delivered by the Company in digital or physical form.

This Agreement extends the “Confidentiality and Non-Disclosure Agreement (NDA)” located on our Legal Page.

This Agreement extends the “Terms of Use” and/or “Terms and Conditions” located on our Terms-of-Use or Legal Page.

WITNESSETH:

WHEREAS the parties hereto desire to have discussions related to and may enter into one or more business transactions (the “Subject Matter”);

WHEREAS it is contemplated that such discussions and any business transactions entered into in connection therewith will require the disclosure by both parties (each a “Disclosing Party” and a “Receiving Party”) of Confidential Information (as hereinafter defined);

WHEREAS both parties recognize the value of the Confidential Information and that it is in their mutual best interests to maintain the confidential, proprietary, and secret nature of the Confidential Information.

NOW THEREFORE for and in consideration of the above premises and in further consideration of the mutual covenants and promises contained herein and other good and valuable consideration the receipt, adequacy, and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

  1. CONFIDENTIAL INFORMATION

Confidential Information shall include but not be limited to documents, records, information, and data (whether verbal, electronic, or written), drawings, models, apparatus, sketches, designs, schedules, product plans and developments, marketing plans, technical procedures, manufacturing processes, analyses, compilations, studies, software, prototypes, samples, formulas, methodologies, formulations, patent applications, know-how, experimental results, specifications, and other business information relating to either party’s business, assets, operations, or contracts furnished to the Receiving Party and/or its affiliates, officers, owners, agents, consultants, or representatives in the course of their work contemplated in this Agreement, regardless of whether such Confidential Information has been expressly designated as confidential or proprietary. Confidential Information also includes any and all compilations, work products, and other data or material prepared by or in the possession or control of the Receiving Party which contain, include, refer to, or otherwise reflect or are generated from any Confidential Information. Confidential Information may be provided in written, oral, electronic, or other form.

  1. FORM OF DISCLOSURE

Confidential Information may be oral, visual, by demonstration, or in some other form not permanently recorded, regardless of whether such Confidential Information has been expressly designated as confidential or proprietary.

  1. PERIOD OF CONFIDENTIALITY AND NON-USE

The Receiving Party (including its affiliates, agents, and consultants) shall maintain in strict confidence for a period of five (5) years from the Effective Date and not disclose any Confidential Information it receives from the Disclosing Party to any third party or use the Confidential Information for its own or any other party’s benefit except in furtherance of its obligations to the Disclosing Party pursuant to any business transaction it may enter into with the Disclosing Party. The Receiving Party shall use as a minimum the same degree of care to avoid disclosure or use of the Confidential Information as it employs with respect to its own confidential, proprietary, and secret information of like importance, but in any case, using no less than a reasonable degree of care. The Receiving Party shall limit access to all Confidential Information to only those of its personnel, agents, and representatives who “need to know” such information for carrying out its obligations to the Disclosing Party pursuant to any business transaction it may enter into with the Disclosing Party, and the Confidential Information will be used only for carrying out its obligations to the Disclosing Party pursuant to any business transaction it may enter into with the Disclosing Party. The Receiving Party shall ensure that its affiliates, officers, directors, owners, agents, consultants, and representatives who are given access to the Confidential Information by or on behalf of the Receiving Party shall be bound by and shall comply with the terms of this Agreement.

  1. EXCLUSIONS

Information shall not be deemed Confidential Information and the Receiving Party shall have no obligation of confidentiality or restriction against use with respect to any information which:

  • was known in the possession of and documented by the Receiving Party through no wrongful act of the Receiving Party prior to the Disclosing Party’s disclosure of such information; or
  • is or becomes publicly known through no wrongful act of the Receiving Party and/or through no breach of any obligation to the Disclosing Party; or
  • is rightfully received from a third party who is not subject to restrictions on the use and disclosure of such information in favor of the Disclosing Party; or
  • is approved for release by written authorization from the Disclosing Party; provided that unless notice of said prior knowledge and possession or receipt from a third party is given to the Disclosing Party within thirty (30) days of receipt of the information from the Disclosing Party or from a third party respectively, it shall be conclusively presumed that the said information was not previously in the Receiving Party’s knowledge and possession or received from a third party.
  1. DISCLOSURES REQUIRED BY LAW

In the event the Receiving Party is requested or required by a government or court order or similar process to disclose any Confidential Information supplied to it by the Disclosing Party, the Receiving Party shall provide the Disclosing Party with prompt notice of such request so that the Disclosing Party may seek an appropriate protective order and/or waive the Receiving Party’s compliance with the provisions of this Agreement.

  1. INDEMNIFICATION

The Receiving Party shall reimburse, indemnify, and hold harmless the Disclosing Party and its affiliates, owners, officers, directors, agents, and representatives from any damage, loss, penalty, cost, or expense incurred by the Disclosing Party as a result of or in connection with the use or disclosure of the Confidential Information contrary to the terms of this Agreement by the Receiving Party or its affiliates, officers, directors, owners, consultants, agents, or representatives or any others to whom such Confidential Information has been disclosed by any such persons or entities. The term “affiliates” as used in this Agreement shall mean any persons, corporations, partnerships, limited liability companies, or other business entities which directly or indirectly control, are controlled by, or are in common control with such party to this Agreement. As used herein the term “control” shall mean possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of securities, by contract, or otherwise).

  1. NO PUBLIC COMMENT

The Receiving Party shall not directly or indirectly make any public comment, statement, or communication with respect to or otherwise disclose or permit the disclosure to any third party of any Confidential Information or of any matter relating to the Subject Matter or purpose or any transactions contemplated by the parties in connection therewith without the prior written consent of the Disclosing Party.

  1. NOTICE OF UNAUTHORIZED USE OR DISCLOSURE

The Receiving Party shall notify the Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by the Receiving Party or any third party and will cooperate with the Disclosing Party in every reasonable way to help regain possession of the Confidential Information and prevent its further unauthorized use or disclosure.

  1. OWNERSHIP AND RETURN OF CONFIDENTIAL INFORMATION

All Confidential Information disclosed to the Receiving Party shall be and remain the property of the Disclosing Party. Upon the Disclosing Party’s written request, the Receiving Party shall promptly return all Confidential Information (including all originals, copies, reproductions, and summaries of such Confidential Information) or certify its destruction in writing and keep the same confidential and secret in accordance with this Agreement.

  1. NO LICENSE

Nothing contained in this Agreement shall be construed as granting or conferring to the Receiving Party any rights or license or otherwise either expressly or by implication in or to any Confidential Information disclosed by the Disclosing Party to the Receiving Party as a result of this Agreement, including without limitation rights or license under any present or future patent, patent application, copyright, trademark, service mark, trade secret, or other proprietary information owned, licensed, or controlled by the Disclosing Party.

  1. SURVIVAL

The Receiving Party’s obligations of non-disclosure pursuant to the terms of this Agreement shall survive until all Confidential Information has been returned to the Disclosing Party or the destruction thereof has been certified to the Disclosing Party in writing.

  1. RELATIONSHIP

This Agreement shall not be construed as a joint venture, pooling arrangement, partnership, teaming effort, or agency arrangement. The Parties shall be entered into a Disclosing Party-Receiving Party relationship and any other financial arrangements shall be written in another document.

  1. NO WAIVER

Neither party waives any rights in invention or development lawfully possessed by it at the time of signing this Agreement. In addition, this Agreement does not imply any waiver of any rights or action under the patent, trademark, copyright, trade secret, unfair competition, fair trade, or related laws. Failure to enforce any provision of this Agreement shall not constitute a waiver of any term hereof.

  1. BINDING AGREEMENT

This Agreement shall be binding upon the Receiving Party and its subsidiaries, successors, assigns, legal representatives, and all corporations controlling the Receiving Party or controlled by the Receiving Party and shall inure to the benefit of the Disclosing Party and its subsidiaries, successors, assigns, legal representatives, and all corporations controlling the Disclosing Party or controlled by the Disclosing Party.

  1. INJUNCTIVE RELIEF

The Receiving Party understands and agrees that any use or dissemination of Confidential Information in violation of this Agreement will cause the Disclosing Party irreparable harm and that monetary damages may not be a sufficient remedy for unauthorized use or disclosure of Confidential Information and that the Disclosing Party may be left with no adequate remedy at law; therefore the Disclosing Party shall be entitled, without waiving any other rights or remedies, to such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction. Such remedies shall not be deemed to be the exclusive remedy for any breach of this Agreement but shall be in addition to all other remedies available at law or in equity.

  1. APPLICABLE LAW

This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Florida without regard to its conflicts of laws provisions.

  1. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, between the parties. Any amendments, modifications, or supplements to this Agreement must be in writing and signed by authorized representatives of both parties.

  1. SEVERABILITY

If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions will continue in full force and effect.

  1. ASSIGNMENT

The Receiving Party may not assign this Agreement or any interest herein without the Disclosing Party’s prior written consent.

  1. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

  1. Changes to this Agreement

This Agreement may be subject to change from time to time. The revised Agreement will be published on this page. We will not reduce your rights under this Agreement without your explicit consent. Please regularly check this Agreement to ensure you are aware of the latest updates.

  • Effective Date:
    This Agreement is effective from the date mentioned above (“last updated: <timestamp>”) and it supersedes all existing agreements on the subject matter.
  1. Contact Us

If you have any questions about this Mutual Non-Disclosure Agreement (NDA), please contact us:

Contact Information

7901 4th St N, SUITE 4000,
ATTN: BY WILLIAMS LLC, DPT: MTC
St. Petersburg, FL 33702

Email: eno.emitemobfsctd-42abc0@troppus