Non-Disclosure Agreement (NDA)
This Non-Disclosure Agreement ("Agreement") is made and entered into as of the day of , 2026 (the "Effective Date"), by and between:
Adfuel Inc., a company incorporated and existing under the laws of Florida, USA, with its principal office located at 2031 Harrison St, Hollywood, Florida 33020 ("Disclosing Party" or "Adfuel"),
and
, a company incorporated and existing under the laws of the , with its principal office located at ("Receiving Party").
WHEREAS, Adfuel Inc. has been retained by to provide digital advertising, tracking, and related marketing services (the "Services"), and during the course of this engagement, both parties may disclose to each other certain confidential and proprietary information;
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties hereby agree as follows:
1. Definition of Confidential Information
For purposes of this Agreement, "Confidential Information" means any non-public information, including but not limited to business strategies, plans, financial information, customer and client information, intellectual property, marketing strategies, tracking data, pixel audience data, behavioral datasets, proprietary scripts, code, and any other proprietary information disclosed by either party (the "Disclosing Party") to the other party (the "Receiving Party"), whether oral, written, electronic, or otherwise, and marked or otherwise identified as confidential or proprietary at the time of disclosure.
2. Obligations of Confidentiality
The Receiving Party agrees to:
- Keep all Confidential Information strictly confidential and not disclose it to any third party, except as permitted under this Agreement;
- Use the Confidential Information solely for the purpose of fulfilling its obligations under the Services and for no other purpose without prior written consent of the Disclosing Party;
- Take reasonable precautions to protect the confidentiality of the Confidential Information at least as stringent as those used to protect its own confidential information.
3. Exclusions from Confidential Information
Confidential Information does not include information that:
- Is or becomes generally available to the public other than as a result of a disclosure by the Receiving Party;
- Was known to the Receiving Party prior to its disclosure by the Disclosing Party;
- Is received from a third party without breach of any obligation of confidentiality;
- Is independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information.
4. Permitted Disclosures
The Receiving Party may disclose Confidential Information to its employees, agents, contractors, or representatives who need to know such information for the purpose of performing the Services, provided that such parties are bound by confidentiality obligations at least as protective as those in this Agreement.
5. Return or Destruction of Materials
Upon termination or completion of the engagement, or at the request of the Disclosing Party, the Receiving Party shall promptly return or destroy all copies of the Confidential Information in its possession or control, including any notes, summaries, or other documents containing or reflecting such Confidential Information.
6. Non-Disclosure of Pixel Audience
The Receiving Party acknowledges that any pixel audience data, remarketing audience data, tracking data, behavioral data, or related audience intelligence created, collected, or derived through Adfuel Inc.'s technology, platforms, scripts, or services (collectively, the "Pixel Audience Data") is the exclusive proprietary property of Adfuel Inc.
The Receiving Party agrees that it shall:
- Not copy, transfer, disclose, sell, license, distribute, or otherwise make available any Pixel Audience Data to any advertiser, website, application, ad network, marketing platform, agency, or other entity related to online marketing;
- Not use Pixel Audience Data for the benefit of any third party;
- Treat all Pixel Audience Data as Confidential Information under this Agreement.
This obligation shall survive termination of this Agreement and shall remain in effect for as long as the data retains commercial or proprietary value.
7. Use of Adfuel Javascript Code
The Receiving Party acknowledges that any Javascript code, tracking tags, pixels, scripts, or related technology provided by Adfuel Inc. (the "Adfuel Code") is proprietary and confidential.
The Receiving Party agrees that:
- The Adfuel Code shall be used solely on the specific URL(s), domains, or digital properties specified and approved within the Adfuel platform;
- The Adfuel Code shall not be altered, modified, reverse-engineered, copied, repurposed, or implemented on any additional websites, applications, or environments without the prior written consent of Adfuel Inc.;
- The Adfuel Code shall not be shared, transferred, disclosed, or distributed to any third party without prior written authorization from Adfuel Inc.
Any unauthorized use, placement, modification, or distribution of the Adfuel Code shall constitute a material breach of this Agreement.
8. Data Privacy and Protection
Both parties agree to comply with all applicable data protection and privacy laws and regulations in connection with the use, storage, and disclosure of Confidential Information, including but not limited to personal data or other sensitive information that may be disclosed during the course of the engagement.
The Receiving Party agrees to take all necessary precautions to protect any personal data that it receives under this Agreement, and in particular, to:
- Only process personal data for the purposes of providing the Services;
- Comply with all applicable laws, including but not limited to the General Data Protection Regulation (GDPR) for data subjects located in the European Union, the California Consumer Privacy Act (CCPA), and other relevant data protection laws;
- Implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk of data processing;
- Ensure that any third-party subcontractors or processors are also bound by similar confidentiality and data protection obligations;
- Immediately inform the Disclosing Party of any data breach involving personal data disclosed under this Agreement.
9. Term
The confidentiality obligations under this Agreement shall commence on the Effective Date and shall continue for a period of two (2) years from the termination or expiration of the Services provided, unless otherwise agreed to in writing by the parties.
For Confidential Information that qualifies as a trade secret under applicable law, the obligations under this Agreement shall continue indefinitely, or until such time as the information ceases to be a trade secret.
10. No License
Nothing in this Agreement shall be construed as granting any license or right to use any Confidential Information, except as expressly provided in this Agreement.
11. Remedies
The parties acknowledge that monetary damages may not be a sufficient remedy for any breach of this Agreement and that either party shall be entitled to seek injunctive or other equitable relief as a remedy for any such breach, without waiving any other rights or remedies.
12. No Obligation to Disclose
Nothing in this Agreement shall obligate either party to disclose any information or to enter into any further agreement or relationship.
13. Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, USA, without regard to its conflict of law principles. Any disputes arising from this Agreement shall be subject to the exclusive jurisdiction of the state or federal courts located in Florida, USA.
14. Entire Agreement
This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior discussions, agreements, or understandings, whether written or oral. This Agreement may only be amended in writing signed by both parties.
15. Counterparts
This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Non-Disclosure Agreement as of the Effective Date.