Information

This Non-Disclosure Agreement (hereinafter referred to as "Agreement") is entered into as of the date of acceptance by and between [@ Seller's Name] (hereinafter referred to as "Disclosing Party") and [@ Buyer's Name] (hereinafter referred to as "Receiving Party").

1. Confidential Information

   For the purposes of this Agreement, "Confidential Information" shall include all information or material that has or could have commercial value or other utility in the business in which "Disclosing Party" is engaged, including documents and files. "Confidential Information" is to be disclosed under this Agreement and includes, but is not limited to:

   • Asset names (including domain names, trade names, and all names of any assets)
   • Personal information of the Disclosing Party (including name, email, phone number, and all sensitive personal information)
   • Business plans
   • Financial statements
   • Marketing strategies
   • Customer information
   • Software code
   • Trade secrets
   • Any other information designated as confidential by the Disclosing Party
2. Obligations of the Receiving Party

   The Receiving Party agrees to:

   • Maintain the confidentiality of the Confidential Information with the same degree of care as it uses to protect its own confidential information, but in no event less than a reasonable degree of care.
   • Use the Confidential Information solely for the purpose of evaluating a potential transaction or relationship with the Disclosing Party.
   • Not disclose any Confidential Information to any third party without the prior written or verbal consent of the Disclosing Party.
   • Not copy or reproduce the Confidential Information without the prior written or verbal consent of the Disclosing Party.
3. Exclusions from Confidential Information

   Confidential Information does not include information that:

   • Is or becomes publicly available without breach of this Agreement;
   • Is received from a third party without breach of any obligation of confidentiality;
   • Is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information;
   • Was already in the possession of the Receiving Party before disclosure by the Disclosing Party.
4. Return or Destruction of Materials

   Upon the Disclosing Party’s request, the Receiving Party shall promptly return or destroy all materials containing Confidential Information.

5. No Obligation

   Nothing in this Agreement shall obligate the Disclosing Party to proceed with any transaction or relationship with the Receiving Party. Gruuz (Gruuz.com) is not a party to the transaction and shall not be held responsible for any issues arising between the parties.

6. Limitation of Liability

   Gruuz (Gruuz.com) shall not be liable for any damages (including direct, indirect, incidental, consequential, or other damages) arising from the confidential transaction between the Disclosing Party and the Receiving Party. Additionally, Gruuz shall not be responsible for any transactions, agreements, discussions, or other interactions facilitated through the platform. Gruuz merely provides a platform to facilitate transactions between the Disclosing Party and the Receiving Party.

7. No Third-Party Rights

   Nothing in this Agreement shall be construed to confer any rights or remedies to any third party.

8. Governing Law and Dispute Resolution

   This Agreement shall be governed by and construed in accordance with the laws of [Your Jurisdiction]. Any disputes arising in connection with this Agreement shall be resolved under such laws. In the event of a dispute where jurisdiction is not agreed upon by the Disclosing Party and the Receiving Party, the jurisdiction may be designated as the Republic of Korea.

9. Term

   This Agreement shall commence on the date of the Receiving Party’s initial signature. Unless otherwise specified by the Disclosing Party, the Receiving Party's obligation to maintain the confidentiality of the Confidential Information shall continue indefinitely.

10. Miscellaneous
    • Any amendments or modifications to this Agreement must be made in writing and signed by both parties, with Gruuz.com not being involved in this process.
    • If additional provisions are required, they must be documented in a separate NDA and signed by both parties, with Gruuz.com not being involved in this process.
    • If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will continue in full force and effect.