This Non-Disclosure Agreement (the “Agreement”) outlines the terms and conditions for the exchange of confidential information between Lift-Off Design Studio (“Disclosing Party”) and the undersigned recipient, (Signed Recipient’s Name/Organization) (“Receiving Party”). By signing below, both Parties acknowledge their understanding and agreement to be bound by the provisions outlined in this Agreement.

1. Purpose:

The Parties intend to engage in discussions pertaining to marketing services provided by the Disclosing Party. This Agreement aims to safeguard the confidentiality of the information shared during these discussions.

2. Confidential Information:

“Confidential Information” encompasses any written, oral, or visual information disclosed by the Disclosing Party to the Receiving Party. Examples of such information include, but are not limited to, marketing strategies, client lists, trade secrets, business plans, financial data, customer records, and other proprietary information.

3. Obligations of the Receiving Party:

The Receiving Party agrees to the following obligations:

a. Maintain Confidentiality:

The Receiving Party shall maintain the strict confidentiality of all Confidential Information received and shall not disclose it to any third party without prior written consent from the Disclosing Party, unless specified otherwise in this Agreement.

b. Use for Authorized Purposes:

The Receiving Party shall utilize the Confidential Information solely for the purpose of evaluating, discussing, and engaging in marketing services with the Disclosing Party.

c. Protection of Information:

The Receiving Party shall implement reasonable measures to protect the Confidential Information from unauthorized access, use, or disclosure. This includes the implementation of appropriate security measures to prevent any unauthorized access to the Confidential Information.

d. Limitations on Disclosure:

The Receiving Party may disclose Confidential Information to its employees, contractors, or agents who have a legitimate need to know the information for the authorized purposes outlined in this Agreement. The Receiving Party shall ensure that these individuals are informed of the confidential nature of the information and are bound by confidentiality obligations no less restrictive than those stated in this Agreement.

4. Exclusions:

The obligations of confidentiality shall not apply to any information that:

a. Is already known to the Receiving Party at the time of disclosure, as evidenced by written records;

b. Is or becomes publicly available through no fault of the Receiving Party;

c. Is lawfully obtained from a third party without any obligations of confidentiality;

d. Is independently developed by the Receiving Party without reference to the Confidential Information.

5. Term and Termination:

a. This Agreement shall become effective upon the date of signing by both Parties and shall remain in effect for a period of 2 years, unless terminated earlier as provided herein.

b. Either Party may terminate this Agreement by providing written notice to the other Party. Upon termination, the Receiving Party shall promptly return or destroy all Confidential Information received from the Disclosing Party.

6. Remedies:

The Receiving Party acknowledges that any unauthorized use or disclosure of Confidential Information may cause irreparable harm to the Disclosing Party. In the event of a breach or threatened breach of this Agreement, the Disclosing Party shall be entitled to seek injunctive relief, in addition to any other legal remedies available.

7. Governing Law and Jurisdiction:

This Agreement shall be governed by and construed in accordance with the laws of [insert governing law]. Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of Denver, Colorado.

8. Entire Agreement:

This Agreement constitutes the entire understanding between the Parties and supersedes any prior agreements, written or oral, relating to the subject matter hereof.

By signing below, the Parties acknowledge that they have read and understood the terms of this Agreement and agree to be bound by its provisions.

Lift-Off Design Studio

Lizette Noel | Co-Founder

Geoffrey Metcalf | Co-Founder