Non-Disclosure Agreement
State of South Carolina
BACKGROUND
A. This Non-Disclosure Agreement (hereinafter “Agreement”), effective as of the date set forth at the end of this document, is made by and between the following parties: LIFTLY, located at the following address:
1210 Congress Street
Beaufort, SC 29412
and The Client, located at the following address:
[Client Address]
B. Hereinafter, the following party will be referred to as “Party A”: LIFTLY. The following party will be referred to as “Party B”: The Client. Collectively, Party A and Party B may be referred to as “Parties.”
WHEREAS, both Parties each possess certain non-public Confidential Information (as hereinafter defined) and Trade Secret Information (as hereinafter defined) (collectively the “Proprietary Information”) regarding their business operations and development;
WHEREAS, the Parties agree that the Proprietary Information is secret and valuable to each of their respective businesses;
WHEREAS, the Parties may enter or have entered into a business relationship, specifically, a consultation which requires secrecy, through which they will each have access to the other party’s Proprietary Information;
WHEREAS, each of the Parties desires to maintain the secret and private nature of any Proprietary Information given;
NOW, therefore, in consideration of the covenants and promises contained in this Agreement, the Parties agree as follows:
I. DEFINITIONS
1. As used in this Agreement:
a) “Receiving Party” refers to the Party that is receiving the Proprietary Information and “Disclosing Party” refers to the Party that is disclosing the Proprietary Information. As both Parties to this contract will be receiving and disclosing Proprietary Information, the terms may refer to one or both Parties throughout this Agreement.
b) Confidential Information refers to any information which is confidential and commercially valuable to either of the Parties. The Confidential Information may be in the form of documents, techniques, methods, practices, tools, specifications, inventions, patents, trademarks, copyrights, equipment, algorithms, models, samples, software, drawings, sketches, plans, programs or other oral or written knowledge and/or secrets and may pertain to, but is not limited to, the fields of research and development, forecasting, marketing, personnel, customers, suppliers, intellectual property and/or finance or any other information which is confidential and commercially valuable to either of the Parties.
Confidential Information may or may not be disclosed as such, through labeling, but is to be considered any information which ought to be treated as confidential under the circumstances through which it was disclosed.
Confidential Information shall not mean any information which:
a) is known or available to the public at the time of disclosure or became known or available after disclosure through no fault of the Receiving Party;
b) is already known, through legal means, to the Receiving Party;
c) is given by the Disclosing Party to third parties, other than the Receiving Party, without any restrictions;
d) is given to the Receiving Party by any third party who legally had the Confidential Information and the right to disclose it; or
e) is developed independently by the Receiving Party and the Receiving Party can show such independent development.
c) “Trade Secret Information” shall be defined specifically as any formula, process, method, pattern, design or other information that is not known or reasonably ascertainable by the public, consumers, or competitors through which, and because of such secrecy, an economic or commercial advantage can be achieved.
II. TERM
2. This Agreement shall be effective as of the date set forth at the bottom of the document and remain in full force and effect for the following time period: 2 years. The nondisclosure provisions of this Agreement, as applicable to the Receiving Party’s duties with regard to the Confidential Information, shall survive the termination of this Agreement for a period of 3 (three) years. Notwithstanding the foregoing, the obligations to maintain the confidentiality of Trade Secret information shall last forever, or for as long as such information remains a trade secret under applicable law, whichever occurs first.
III. RESTRICTIONS
3. Both Parties hereby agree they shall:
a) Not disclose the Proprietary Information via any unauthorized means to any third parties throughout the duration of this Agreement and the Parties’ relationship with each other;
b) Not disclose the Confidential Information via any unauthorized means to any third parties for a period of 3 (three) years following the termination of this Agreement, as established in the term provision of this Agreement;
c) Not disclose the Trade Secret Information forever, or for as long as such information remains a trade secret under applicable law, whichever occurs first, to any third party at any time;
d) Not use the Confidential Information or the Trade Secret Information for any purpose except those contemplated herein or expressly authorized by the Disclosing Party.
e) Shared property data, marketing metrics, and business information for the purpose of receiving a custom AI marketing plan from Liftly LLC
f) All information submitted via the Liftly diagnostic form, including property revenue data, occupancy rates, booking channel mix, marketing spend, team structure, and any other operational details
g) Key restrictions:
• Information used solely to produce the client’s plan — no other purpose
• Information never shared with third parties
• Information never used to train AI models
• Client (Party B) receives a license to use the plan for internal business purposes only — not for resale or redistribution.
IV. PERMISSIONS
4. Parties may disclose the Proprietary Information in accordance with governmental orders, including judicial notices, provided that Parties give each other reasonable notice and agree to comply with applicable protective orders or their equivalents.
5. Both Parties shall take all reasonable security precautions which they would use to protect their own Confidential Information. Both Parties must use stringent security precautions to protect the Trade Secret Information. Proprietary Information may be disclosed only to the Parties’ employees or consultants on an as-needed and need-to-know basis.
6. Any employee, consultant, parent, subsidiary, affiliate or other related party of either Party that is permitted to access the Proprietary Information shall be instructed to maintain confidentiality of such information. Such related parties permitted to access the Proprietary Information shall not be permitted to make unauthorized copies of any tangible manifestations of such information.
7. Both Parties must keep and use written agreements with any and all related parties that have access to the Proprietary Information to maintain compliance with the terms of this Agreement. Proprietary Information may be disclosed pursuant to the Parties’ business relationship or as provided hereunder.
V. OWNERSHIP MAINTAINED
8. Both Parties acknowledge and agree that any Proprietary Information disclosed under this Agreement shall remain the exclusive property of the Disclosing Party. Nothing in this Agreement shall be construed as granting any rights in the Proprietary Information to the Party receiving such information.
VI. RIGHTS AND REMEDIES
9. Both Parties hereby agree to promptly notify each other of any disclosure of any Proprietary Information in violation of this Agreement, whether such disclosure was inadvertent or done with aforethought.
10. Both Parties also agree to notify each other of any legal matter or process requiring disclosure of any Proprietary Information before producing any such information.
11. Both Parties agree to cooperate with each other to assist in the collection and retention of Proprietary Information after any unauthorized disclosure and to prevent further unauthorized use or dissemination of the Proprietary Information.
12. Both Parties shall return any tangible documents or products, including originals, copies, summaries, or notes of the Proprietary Information or certify destruction of the same at the each other’s sole and exclusive discretion.
13. Both Parties acknowledge that monetary damages may not be a sufficient remedy for any unauthorized disclosure of the Proprietary Information and, as such, either Party may seek injunctive or equitable relief, without waiving any other rights or remedies, in a court of competent jurisdiction.
VII. GOVERNING LAW
14. This Agreement shall be governed in all respects by the laws of the state of South Carolina and any applicable federal law. Both Parties consent to jurisdiction under the state and federal courts within the State of South Carolina.
VIII. NO WAIVER
15. None of the terms of this Agreement shall be deemed to have been waived by any act or acquiescence of either Party. Only an additional written agreement can constitute waiver of any of the terms of this Agreement between the Parties. No waiver of any term or provision of this Agreement shall constitute a waiver of any other term or provision or of the same provision on a future date. Failure of either Party to enforce any term of this Agreement shall not constitute waiver of such term or any other term.
IX. SEVERABILITY
16. If any provision or term of this Agreement is held to be unenforceable, then this Agreement will be deemed amended to the extent necessary to render the otherwise unenforceable provision, and the rest of the Agreement, valid and enforceable. If a court declines to amend this Agreement as provided herein, the invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of the remaining terms and provisions, which shall be enforced as if the offending term or provision had not been included in this Agreement.
X. NO AGENCY
17. Nothing in this Agreement shall be construed to create any partnership, joint venture or similar relationship between the Parties and nothing herein shall be construed to denote any kind of agency between the Parties.
XI. PUBLIC ANNOUNCEMENT
18. Neither Party will make any public announcement or disclosure about the existence of this Agreement or any of the terms herein without the prior written approval of the other Party.
XII. NOTICES — ELECTRONIC COMMUNICATIONS PERMITTED
19. Any notice to be given under this Agreement shall be in writing and shall be sent by first-class mail, airmail, or email, to the address of the relevant Party set out at the head of this Agreement, or to the relevant email address set out below or other email address as that Party may from time to time notify to the other Party in accordance with this clause. The relevant contact information for the Parties is as follows:
Protected Party A: ryan@liftly.com
20. Notices sent as above shall be deemed to have been received 3 working days after the day of posting (in the case of inland first-class mail), or 7 working days after the date of posting (in the case of airmail), or next working day after sending (in the case of email).
21. In proving the giving of a notice it shall be sufficient to prove that the notice was left, or that the envelope containing the notice was properly addressed and posted, or that the applicable means of telecommunication was addressed and dispatched and dispatch of the transmission was confirmed and/or acknowledged as the case may be.
XIII. ENTIRE AGREEMENT
22. This Agreement constitutes the entire agreement between the Parties and supersedes any prior or contemporaneous understandings, whether written or oral.
XIV. HEADINGS
23. Headings to this Agreement are for convenience only and shall not be construed to limit or otherwise affect the terms of this Agreement.
XV. COUNTERPARTS
24. This Agreement may be executed in counterparts, all of which shall constitute a single agreement. If the dates set forth at the end of this document are different, this Agreement is to be considered effective as of the date that both Parties have signed the agreement, which may be the later date.
SIGNATURES
LIFTLY: Sign: ________________________________ Date: _____________________ Print: ________________________________
Client: Sign: ________________________________ Date: _____________________ Print: ________________________________
Liftly — Hospitality Marketing Intelligence. No Meetings Required.