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NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT

This Non-Disclosure and Confidentiality Agreement (the "Agreement") is entered into as of the effective date set forth below by and between ACME House Company, a company organized and existing under the laws of California, with its principal place of business located at PO Box 2833, Palm Springs, California ("ACME"), and the undersigned vendor ("Vendor"), collectively referred to as the "Parties."

WHEREAS, ACME House Company is a leading provider of luxury vacation rentals in Palm Springs, California, managing a portfolio of privately owned luxury properties and offering exceptional guest services, renowned for its high standards, quality, and industry recognition, including being named to Condé Nast Traveler’s list of Top 10 Vacation Rental Managers To Trust Worldwide;

WHEREAS, the Vendor may be required to access or come into possession of certain proprietary and confidential information belonging to ACME House Company in order to provide services to ACME (the "Confidential Information");

NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, the Parties agree as follows:

1. Confidential Information

For purposes of this Agreement, "Confidential Information" includes, without limitation:

  • Proprietary business information, financial data, and pricing strategies;
  • Details regarding the vacation rental properties managed by ACME, including but not limited to property addresses, maintenance schedules, interior design, furnishings, and amenities;
  • Client lists, guest details, and booking histories;
  • Any other information related to ACME’s operations, including marketing strategies, software, vendor relationships, and internal processes, that is disclosed to Vendor, in any form, whether orally, in writing, or electronically.

2. Obligations of Vendor

The Vendor agrees:

  • To hold the Confidential Information in strict confidence and not to disclose, copy, or otherwise use the Confidential Information for any purpose other than in connection with the services provided to ACME House Company;
  • Not to use the Confidential Information to compete with ACME or to assist any third party in competing with ACME, either directly or indirectly;
  • To take all reasonable precautions to protect the confidentiality of the Confidential Information and prevent any unauthorized disclosure or use thereof;
  • To limit access to the Confidential Information to only those employees, agents, or contractors who need such access to fulfill their duties to ACME and ensure they are bound by confidentiality obligations at least as protective as those set forth in this Agreement.

3. Exclusions from Confidential Information

The obligations of confidentiality set forth herein do not apply to information that:

  • Is or becomes publicly available through no fault or breach by the Vendor;
  • Was known to the Vendor prior to receiving the Confidential Information from ACME, as evidenced by written records;
  • Is independently developed by the Vendor without reference to or reliance upon the Confidential Information;
  • Is lawfully received from a third party not bound by a confidentiality obligation.

4. Duration of Confidentiality

The confidentiality obligations under this Agreement shall remain in effect for a period of five (5) years from the date of disclosure of the Confidential Information, or until such Confidential Information no longer qualifies as confidential under the terms of this Agreement, whichever is earlier.

5. Return or Destruction of Confidential Information

Upon termination of the Vendor’s relationship with ACME or upon written request by ACME, the Vendor shall promptly return or destroy all materials containing Confidential Information, including any copies thereof, in any form.

6. No License

Nothing in this Agreement grants the Vendor any rights, by license or otherwise, to use, exploit, or disclose the Confidential Information except as necessary to perform the services for ACME as outlined in the Vendor’s agreement with ACME.

7. Indemnification

The Vendor agrees to indemnify, defend, and hold harmless ACME, its officers, directors, employees, agents, and affiliates from and against any and all damages, losses, liabilities, claims, or expenses (including reasonable attorneys' fees) arising from or in connection with the Vendor’s breach of this Agreement.

8. No Warranty

ACME makes no representations or warranties, express or implied, regarding the accuracy or completeness of the Confidential Information. The Vendor agrees that it is their responsibility to verify the information as necessary.

9. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law principles. The Parties agree that any dispute arising under this Agreement shall be subject to the exclusive jurisdiction of the courts located in Riverside County, California.

10. Entire Agreement

This Agreement constitutes the entire understanding between the Parties with respect to the subject matter hereof and supersedes all prior agreements or understandings, whether written or oral, relating to the subject matter. No amendment or modification of this Agreement shall be valid unless in writing and signed by both Parties.

11. Severability

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

12. Acknowledgment

By conducting business with ACME House Company, the Vendor acknowledges that they have received, reviewed, and agree to the terms and conditions set forth in this Agreement.