Non-Disclosure Agreement

Last Updated: January 2026

Mutual Non-Disclosure Agreement

Effective Date: Date of Agreement

This Mutual Non-Disclosure Agreement ("Agreement") is entered into by and between:

MoonFactory X ("MoonFactory"), a creative services partnership operating in the State of Florida, and

The Receiving Party ("Agency" or "Client"), the entity or individual engaging MoonFactory's services.

Collectively referred to as the "Parties."

1. Purpose

The Parties wish to explore a potential business relationship involving white-label design, development, and creative services. In connection with this relationship, each Party may disclose Confidential Information to the other. This Agreement governs the use and protection of such information.

2. Definition of Confidential Information

"Confidential Information" means any non-public information disclosed by one Party to the other, whether orally, in writing, or by any other means, including but not limited to:

• Client Information: Names, contact details, project requirements, and business information of the disclosing Party's clients
• Project Materials: Designs, code, wireframes, mockups, specifications, and deliverables
• Business Information: Pricing, proposals, contracts, business strategies, and financial information
• White-Label Arrangement: The existence and nature of the white-label relationship between the Parties
• Technical Information: Proprietary processes, tools, methodologies, and systems

Confidential Information does not include information that:

• Is or becomes publicly available through no fault of the receiving Party
• Was already known to the receiving Party prior to disclosure
• Is independently developed by the receiving Party without use of Confidential Information
• Is rightfully obtained from a third party without restriction

3. Obligations of Receiving Party

Each Party agrees to:

1. Hold all Confidential Information in strict confidence
2. Use Confidential Information solely for the purpose of the business relationship between the Parties
3. Not disclose Confidential Information to any third party without prior written consent, except to employees, contractors, or agents who have a need to know and are bound by confidentiality obligations at least as protective as this Agreement
4. Protect Confidential Information using the same degree of care used to protect its own confidential information, but in no event less than reasonable care
5. Promptly notify the disclosing Party of any unauthorized disclosure or use of Confidential Information

4. White-Label Confidentiality

The Parties specifically acknowledge that:

1. MoonFactory's involvement in projects shall remain confidential. Agency may present deliverables to their clients as their own work product without attribution to MoonFactory.
2. MoonFactory shall not contact Agency's clients directly or disclose the existence of any client relationship without Agency's prior written consent.
3. Agency's client list and client relationships are considered Confidential Information of the highest sensitivity.
4. MoonFactory may reference the general nature of work performed (e.g., "white-label web development for marketing agencies") in its own marketing materials, but shall not identify specific Agencies or their clients without written permission.

5. Term and Termination

1. This Agreement shall remain in effect for a period of two (2) years from the Effective Date, unless terminated earlier by either Party with thirty (30) days written notice.
2. The confidentiality obligations shall survive termination of this Agreement for a period of three (3) years following termination.
3. Upon termination or request, each Party shall return or destroy all Confidential Information in its possession, except as required for legal or regulatory compliance.

6. Ownership

All Confidential Information remains the property of the disclosing Party. This Agreement does not grant any license or rights to Confidential Information except as expressly stated herein.

7. No Warranty

Confidential Information is provided "as is." Neither Party makes any warranty regarding the accuracy, completeness, or fitness for a particular purpose of any Confidential Information disclosed.

8. Remedies

The Parties acknowledge that unauthorized disclosure of Confidential Information may cause irreparable harm for which monetary damages may be inadequate. Accordingly, the disclosing Party shall be entitled to seek equitable relief, including injunction and specific performance, in addition to any other available remedies.

9. General Provisions

1. Governing Law: This Agreement shall be governed by the laws of the State of Florida.
2. Entire Agreement: This Agreement constitutes the entire agreement between the Parties regarding confidentiality and supersedes all prior agreements on this subject.
3. Amendment: This Agreement may only be amended in writing signed by both Parties.
4. Severability: If any provision is found unenforceable, the remaining provisions shall continue in full force and effect.
5. Assignment: Neither Party may assign this Agreement without the other Party's written consent.

10. Acceptance

By engaging MoonFactory's services, Agency acknowledges that they have read, understood, and agree to be bound by the terms of this Agreement.

For formal execution, please contact us to receive a signed copy.