Mutual Non-Disclosure & Non-Circumvention Agreement

This Mutual Non-Disclosure and Non-Circumvention Agreement (the "Agreement") is entered into and made effective as of the date of execution by both parties (the "Effective Date"), by and between:

[AGENCY NAME], with a principal place of business at [Agency Address] (hereinafter referred to as the "Agency"), and

VIRTUAL NINJAS, operating under Virtual Ninjas Private Limited, with a principal place of business at 57, Babu Banarsi Das Nagar, Cantt Road, Lucknow, - 226001, India (hereinafter referred to as the "Service Provider").

The Agency and the Service Provider may individually be referred to as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, the Agency provides marketing, consulting, and client acquisition services to various third-party businesses and brands (collectively, "Clients"); and

WHEREAS, the Service Provider provides white-label media buying, paid advertising execution, and account optimization services to marketing agencies; and

WHEREAS, in connection with discussions regarding a potential business relationship, partnership, or the provision of services (the "Relationship"), the Parties may disclose to each other certain proprietary, confidential, and trade secret information, including but not limited to Client identities, ad accounts, logins, campaign details, and billing models;

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Scope of Confidential Information

"Confidential Information" refers to any proprietary information disclosed by one Party (the "Disclosing Party") to the other Party (the "Receiving Party") in connection with the Relationship, whether orally, in writing, or via electronic access, including but not limited to:

1. Names, contact information, logins, billing history, contract terms, and profiles of the Agency’s Clients, leads, or partners;
2. Campaign strategies, ad copy, creative structures, performance metrics, conversion funnels, and proprietary marketing methodologies;
3. Business operations, financial reports, pricing models, employee lists, software tool credentials, and internal standard operating procedures (SOPs).

2. Non-Disclosure Obligations

The Receiving Party agrees to hold all Confidential Information in strict confidence and shall not, without the prior written consent of the Disclosing Party, disclose, disseminate, or make available such information to any third party. The Receiving Party shall protect the Confidential Information using at least the same degree of care it uses to protect its own sensitive proprietary data, but in no event less than a reasonable standard of care.

3. White-Label Limitations

The Service Provider acknowledges that it operates strictly as a silent, backend fulfillment partner under the Agency’s brand. All work produced, logins utilized, reports generated, and communications exchanged under this Relationship shall be treated as white-label properties belonging to the Agency. The Service Provider shall not brand, claim, or market any deliverables under its own name to the Agency’s Clients.

4. Non-Circumvention

The Service Provider explicitly agrees that it will not, during the term of this Relationship and for a period of two (2) years following the termination of this Agreement, circumvent, bypass, or avoid the Agency, directly or indirectly, by contacting, soliciting, pitching, contracting with, or performing services for any Client, lead, or business relationship introduced or disclosed to the Service Provider by the Agency, without the express written consent of the Agency. This restriction applies regardless of whether the Client approaches the Service Provider independently.

5. Ownership of Client Relationships

The Service Provider acknowledges and agrees that the Client relationships, Client lists, and Client Goodwill are the exclusive properties of the Agency. At no point shall the Service Provider acquire any right, title, or interest in or to the Agency’s Clients, and all work performed by the Service Provider for such Clients shall accrue solely to the benefit of the Agency.

6. Term and Return of Materials

This Agreement shall remain in effect for a period of three (3) years from the Effective Date. Upon the written request of the Disclosing Party, the Receiving Party shall immediately return or destroy all physical and electronic documents, credentials, and materials containing Confidential Information, and certify such destruction in writing.

7. Remedies for Breach

The Parties acknowledge that any breach of the confidentiality or non-circumvention provisions of this Agreement will cause irreparable harm for which monetary damages alone would be inadequate. Accordingly, the Disclosing Party shall be entitled to seek injunctive relief, specific performance, and any other equitable remedies to restrain or prevent a breach, in addition to recovering actual damages, reasonable attorneys' fees, and legal costs.

8. Governing Law

This Agreement shall be governed by, construed, and enforced in accordance with the laws of the jurisdiction of the Agency’s primary registry, without regard to conflict of law principles. Any dispute arising out of this Agreement shall be resolved in the competent courts of such jurisdiction.

IN WITNESS WHEREOF, the Parties have executed this Mutual Non-Disclosure & Non-Circumvention Agreement as of the Effective Date written below.