Last Updated May 16, 2018

This is an agreement between you ("You") and Volusion, LLC, a Delaware limited liability company ("Us"). By agreeing to participate in the event or program referenced in the document that references these terms, You agree to be bound by the following Mutual Non-Disclosure Agreement (this "Agreement"). This Agreement is effective as of the date You execute the document that references these terms (the "Effective Date"). In consideration of the covenants and conditions contained herein, You and Us (the "Parties") hereby agree to the following:


The Parties wish to explore a business opportunity of mutual interest (the "Opportunity"), and in connection with the Opportunity, each Party may have disclosed, and may further disclose certain confidential technical and business information (in such capacity, a Party disclosing the information, the "Discloser") to the other Party (in such capacity, a Party receiving the information, the "Recipient"), that Discloser desires Recipient to treat as confidential.

Confidential Infromation

a. Definition. "Confidential Information" means any information disclosed by Discloser to Recipient, including any information disclosed prior to the Effective Date, either directly or indirectly that is (i) in written, graphic, machine readable or other tangible form and is marked "Confidential," "Proprietary" or in some other manner to indicate its confidential nature; or (ii) orally disclosed; provided that such information is designated as confidential at the time of its initial disclosure; or (iii) otherwise reasonably expected to be treated in a confidential manner under the circumstances of disclosure under this Agreement or by the nature of the information itself. Confidential Information may include information of a third party that is in the possession of Discloser and is disclosed to Recipient under this Agreement.

b. Exceptions. Confidential Information shall not, however, include any information that: (i) was publicly known or made generally available without a duty of confidentiality prior to the time of disclosure by Discloser to Recipient; (ii) becomes publicly known or made generally available without a duty of confidentiality after disclosure by Discloser to Recipient through no wrongful action or inaction of Recipient; (iii) is in the rightful possession of Recipient without confidentiality obligations at the time of disclosure by Discloser to Recipient; (iv) is obtained by Recipient from a third party without an accompanying duty of confidentiality and without a breach of such third party's obligations of confidentiality; or (v) is independently developed by Recipient without use of or reference to Discloser's Confidential Information, as shown by written records and other competent evidence prepared contemporaneously with such independent development.

c. Compelled Disclosure. If Recipient becomes legally compelled to disclose any Confidential Information, Recipient will provide Discloser prompt written notice, if legally permissible, and will use its reasonable best efforts to assist Discloser in seeking a protective order or another appropriate remedy. If Discloser waives Recipient's compliance with this Agreement or fails to obtain a protective order or other appropriate remedy, Recipient will furnish only that portion of the Confidential Information that is legally required to be disclosed; provided that any Confidential Information so disclosed shall maintain its confidentiality protection for all purposes other than such legally compelled disclosure.

Non-Use and Non-Disclosure

Recipient shall not use any Confidential Information of Discloser for any purpose except to evaluate and engage in discussions concerning the Opportunity. Recipient shall not disclose any Confidential Information of Discloser or permit any Confidential Information of Discloser to be disclosed, either directly or indirectly, to any third party without Discloser's prior written consent. Recipient shall not disclose Confidential Information of Discloser or permit the disclosure of Confidential Information of Discloser to Recipient's employees, contractors, directors and professional advisors (collectively, "Representatives") except that Recipient may disclose Discloser's Confidential Information to those Representatives who are required to have such information in order for Recipient to evaluate or engage in discussions concerning the Opportunity; provided that such Representative is bound by non-use and non-disclosure terms in content at least as protective as the provisions hereof, prior to any disclosure of Confidential Information to such Representative. Recipient shall not reverse engineer, disassemble, or decompile any prototypes, software, samples, or other tangible objects that embody Discloser's Confidential Information.

Maintenance of Confidentiality

Recipient shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of Discloser. Without limiting the foregoing, Recipient shall take at least those measures that it employs to protect its own confidential information of a similar nature. Recipient shall promptly notify Discloser of any unauthorized use or disclosure of Discloser's Confidential Information.

No Obligation

Nothing in this Agreement shall be construed to restrict either Party's use or disclosure of its own Confidential Information.

No Warranty


No License

Nothing in this Agreement is intended to grant any rights to Recipient under any intellectual property right of Discloser, nor shall this Agreement grant Recipient any rights in or to the Confidential Information of Discloser except as expressly set forth in this Agreement.


This Agreement shall expire on the second anniversary of the Effective Date. Notwithstanding the foregoing, the obligations of Recipient under this Agreement shall survive, with respect to any particular Confidential Information of Discloser, until the third anniversary of the date of the receipt of such Confidential Information by Recipient; except with respect to Confidential Information of the Discloser that constitutes a trade secret under applicable law, in which case, such obligations of Recipient shall continue until such Confidential Information becomes publically known or made generally available through no action or inaction of the Recipient.


Recipient agrees that any violation or threatened violation of this Agreement may cause irreparable injury to Discloser, entitling Discloser to seek injunctive relief in addition to all legal remedies.


This Agreement shall bind and inure to the benefit of the Parties and their respective successors and permitted assigns. Neither Party may assign or otherwise transfer this Agreement without the prior written consent of the other Party; except that either Party may assign this Agreement without consent in connection with a merger, reorganization, consolidation, change of control, or sale of all or substantially all of the assets to which this Agreement pertains. Any assignment or transfer of this Agreement in violation of the foregoing shall be null and void. This Agreement will be interpreted and construed in accordance with the laws of the State of Texas, without regard to conflict of law principles. All disputes arising out of this Agreement will be subject to the exclusive jurisdiction and venue of the state courts located in Travis County, Texas and the federal courts located in the Western District of Texas, and each Party hereby consents to the personal jurisdiction thereof. Each Party hereby represents and warrants that the persons executing this Agreement on its behalf have express authority to do so, and, in so doing, to bind such Party thereto. This Agreement contains the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior written and oral agreements between the Parties regarding the Opportunity. If a court or other body of competent jurisdiction finds any provision of this Agreement, or portion thereof, to be invalid or unenforceable, such provision will be enforced to the maximum extent permissible so as to effect the intent of the Parties, and the remainder of this Agreement will continue in full force and effect. No provision of this Agreement may be waived except by a writing executed by the Party against whom the waiver is to be effective. A Party’s failure to enforce any provision of this Agreement shall neither be construed as a waiver of the provision nor prevent the Party from enforcing any other provision of this Agreement. No provision of this Agreement may be amended or otherwise modified except by a writing signed by the Parties to this Agreement.

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