Surple Mutual Non-Disclosure Agreement

Version surple.mutual_nda/v1.

1. Who this is between

This agreement is between the brand that accepts it (the "Brand") and every manufacturer on the Surple network that receives the Brand's information through Surple (each a "Factory"). Factories accept the same terms when they join the Surple network. Surple, Inc. ("Surple") runs the platform the information travels through and may enforce this agreement on behalf of either party.

2. What is confidential

From the Brand: product specifications, formulas and recipes, ingredient lists and amounts, materials, packaging and label artwork, files, samples, quantities, target prices, launch plans, the Brand's identity before a quote is accepted, and anything else the Brand shares through Surple about a product.

From the Factory: prices, quotes, costings, processes, capacity, supplier information and anything else the Factory shares through Surple about how it makes a product.

Information is confidential whether or not it is marked, if a reasonable business would treat it as confidential.

3. What each party may do with it

Use the other party's information only to review, quote, sample, make, inspect and deliver the order it was shared for, through Surple.

Share it only with its own employees, contractors and advisers who need it for that purpose and are bound by confidentiality duties at least as strict as these.

A Factory must not use the Brand's specification, formula, artwork or files to make, offer or sell the same or a confusingly similar product for anyone else, and must not reverse engineer the Brand's samples for that purpose.

4. What is not covered

Information that is or becomes public through no fault of the receiving party, that the receiving party already knew without a duty of confidence, that it receives lawfully from someone else without a duty of confidence, or that it develops independently without using the other party's information. Standard ingredients, materials and processes in general use are not made confidential by appearing in a specification; the Brand's particular combination, amounts and artwork are.

A party may disclose information when the law or a court requires it, after telling the other party (where allowed) so it can seek protection.

5. How long it lasts

These duties last for three (3) years after the last information is shared under an order or request, and for as long as a formula, recipe or process remains a trade secret.

When there is no order, or the order ends, the receiving party returns or deletes the other party's files on request, except copies the law requires it to keep, which stay confidential.

6. Reporting misuse

If the Brand believes a Factory has used its specification for others, it can file an IP or specification misuse report on Surple with its evidence. The Factory is told and can answer; Surple reviews both sides and a person at Surple decides what happens on Surple (for example a warning, a lower ranking or a suspension). This does not limit either party's rights in court.

7. General

Nothing in this agreement transfers ownership of any intellectual property or creates an obligation to place or accept an order. Breach may cause harm that money alone cannot repair, so the affected party may seek an injunction in addition to other remedies.

This agreement is governed by the law and venue stated in Surple's Terms of Service. Surple's Terms of Service, including its section on brands and factories on Surple, also apply.