GRIFFIN Tax Non-Disclosure Agreement
This Non-Disclosure Agreement (the “NDA”) is between GRIFFIN Street Ventures, Inc. (“GRIFFIN Tax”) and the business subscribing to the Service (“you”, “your”) pursuant to the Order Form referencing the GRIFFIN Tax Subscription Agreement (the “GSA”) to which this NDA is attached (collectively, the “Agreement”). Capitalized terms not defined herein shall carry the meanings ascribed to them in the GSA. For the avoidance of doubt, this NDA is a part of the Agreement. This NDA is effective as of the Effective Date.
I. Background
Pursuant to the Agreement, you intend to use or evaluate the GRIFFIN Tax service, a solution for tax preparation and advisory, as made available by GRIFFIN Tax (the “Service”). In the course of using or evaluating the Service, it is anticipated that you will disclose or deliver to GRIFFIN Tax and to GRIFFIN Tax’s employees, contractors, and/or agents (collectively, “Representatives”), or otherwise enable GRIFFIN Tax and its Representatives to collect or receive, confidential data regarding your financial transactions and business operations (collectively, the “Confidential Information”). You and GRIFFIN Tax (the “parties”) have entered into this NDA in order to memorialize GRIFFIN Tax’s obligations and rights with respect to the confidentiality and use of such Confidential Information.
II. Disclosure
GRIFFIN Tax will not disclose Confidential Information to any third party except as described in the Agreement or as may be authorized by you. GRIFFIN Tax may disclose Confidential Information to its Representatives who reasonably need to know it in connection with the Agreement and provided that such Representatives are bound by confidentiality agreements. GRIFFIN Tax may work with its affiliates or third parties to assist it in exercising its rights and performing its obligations under the Agreement, and may disclose your Confidential Information to such affiliates and third parties for such purposes provided that the affiliate or third party is bound by confidentiality obligations. The Service may also provide you with features allowing for the transfer of Confidential Information to certain third party products and services, such as the Third Party Software, and you agree that GRIFFIN Tax may disclose Confidential Information as necessary to enable such features. In addition, GRIFFIN Tax may disclose the Confidential Information: (a) to law enforcement authorities if GRIFFIN Tax suspects that the Customer’s use of the Service relates to any illegal or criminal activity; (b) as may be required by law or legal process, provided that GRIFFIN Tax will (unless restricted by applicable law) provide you with prior notice of the disclosure requirement and reasonable assistance (at your expense) in contesting or limiting the requirement; and (c) in connection with enforcing GRIFFIN Tax’s rights under the Agreement or other written agreements with you.
III. Use
GRIFFIN Tax shall not use Confidential Information except as described in the Agreement or as may be authorized by you. GRIFFIN Tax may store, process, and otherwise use the Confidential Information only: (i) to provide the Service, (ii) to further develop the Service or develop new products and services; and (iii) to process the Confidential Information to anonymize it and aggregate it with other data (the “Aggregate De-Identified Information”) such that the Aggregate De-Identified Information does not identify anyone and cannot be used to derive any of the Confidential Information.
IV. Protection
GRIFFIN Tax shall adopt and maintain security procedures which are reasonably calculated to protect the confidentiality of Confidential Information.
V. Limitation on Obligations
The obligations of GRIFFIN Tax specified in this NDA shall not apply with respect to any information that:
a) is generally known to the public at the time of disclosure or becomes generally known for reasons other than GRIFFIN Tax or its Representatives violating this NDA;
b) is in GRIFFIN Tax’s possession at the time of disclosure other than as a result of GRIFFIN Tax’s breach of any legal obligation;
c) becomes known to GRIFFIN Tax through disclosure by sources other than you having the legal right to disclose such Confidential Information;
d) is disclosed or authorized to be disclosed by you to a third party without being subject to non-use and non-disclosure restrictions; or
e) is independently developed by GRIFFIN Tax without reference to or reliance upon the Confidential Information.
In addition, and notwithstanding anything to the contrary, Aggregate De-Identified Information is no longer Confidential Information and GRIFFIN Tax may use and share Aggregate De-Identified Information at GRIFFIN Tax’s discretion.
VI. Ownership of Confidential Information
GRIFFIN Tax agrees that, as between the parties, the Confidential Information is owned by you.
VII. Term
This NDA is effective as of the Effective Date and shall be coterminous with the Order Form and GSA. The rights and obligations of GRIFFIN Tax under this NDA shall survive expiration or termination of this NDA, provided that GRIFFIN Tax’s obligations shall cease to apply to any item of Confidential Information at such time as one of the exceptions under Section 5 applies to such item.
VIII. Miscellaneous
A. This NDA may not be modified, changed or discharged, in whole or in part, except by an agreement in writing signed by the parties. The Agreement, inclusive of this NDA, constitutes the entire agreement between the parties with respect to its subject matter.
B. This NDA will be binding upon and inure to the benefit of the parties and their respective heirs, successors and assigns.
C. This NDA shall be construed and interpreted in accordance with the internal laws of the State of Florida, without giving effect to the principles of conflicts of law thereof.
D. GRIFFIN Tax acknowledges that its breach of this NDA may cause irreparable harm to Customer, and that in such event Customer shall have the right to seek injunctive relief.
E. For the convenience of the parties, this NDA may be executed by facsimile and in counterparts, each of which shall be deemed to be an original, and both of which taken together, shall constitute one agreement binding on both parties.
