The NextAgency Mutual Non-Disclosure Agreement
Last Modified: September 1, 2026
Effective upon electronic acceptance during account registration or subscription.
This Mutual Non-Disclosure Agreement (“Agreement”) is entered into by and between Take 44, Inc., a Delaware corporation (“Take 44”), and the agency accepting this Agreement (“Agency”). Take 44 and Agency are each a “Party” and together the “Parties.” This Agreement becomes effective when Agency indicates its acceptance of this Agreement during Take 44’s online account-registration or subscription process (the “Effective Date”).
1. Purpose
The Parties may disclose Confidential Information to evaluate, establish, perform, administer, support, secure, bill for, and terminate Agency’s subscription to or use of NextAgency, NextCommission Solo, and related Take 44 products and services (collectively, the “Purpose”).
2. Confidential Information
2.1 Definition. “Confidential Information” means nonpublic information disclosed by or on behalf of one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”), in any form, that is marked or identified as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes nonpublic business, financial, pricing, customer, prospect, product, roadmap, technical, security, operational, contractual, and personnel information; software, documentation, designs, processes, and know-how; and notes, analyses, compilations, or other materials derived from such information.
2.2 Exclusions. Confidential Information does not include information that the Receiving Party can demonstrate: (a) was lawfully known to it without restriction before disclosure by the Disclosing Party; (b) becomes publicly available through no breach of this Agreement or other duty; (c) is lawfully received without confidentiality restriction from a third party that is not, to the Receiving Party’s knowledge, prohibited from making the disclosure; (d) is independently developed without use of or reference to the Disclosing Party’s Confidential Information; or (e) is approved for release in writing by the Disclosing Party.
3. Use and Protection of Confidential Information
3.1 Limited Use. The Receiving Party will use the Disclosing Party’s Confidential Information solely for the Purpose and will not disclose it except as permitted by this Agreement.
3.2 Standard of Care. The Receiving Party will protect Confidential Information using at least the same degree of care it uses to protect its own confidential information of similar sensitivity, and in no event less than reasonable care.
3.3 Representatives. The Receiving Party may disclose Confidential Information to its affiliates and its and their directors, officers, employees, contractors, consultants, professional advisors, service providers, and insurance carriers or providers (collectively, “Representatives”) who have a need to know the information for the Purpose and are bound by confidentiality obligations at least as protective as those in this Agreement or by professional duties of confidentiality. The Receiving Party is responsible for a breach of this Agreement by its Representatives as if the breach were committed by the Receiving Party. To the extent Confidential Information includes Protected Health Information (“PHI”), the Receiving Party may disclose PHI to a Representative only as permitted by HIPAA, other applicable law, and any applicable Business Associate Agreement, and the Receiving Party will enter into a written business associate or subcontractor agreement with the Representative when required by applicable law.
3.4 Unauthorized Use or Disclosure. The Receiving Party will promptly notify the Disclosing Party after becoming aware of any unauthorized use or disclosure of the Disclosing Party’s Confidential Information and will reasonably cooperate, at the Disclosing Party’s expense, in efforts to prevent or limit further unauthorized use or disclosure.
3.5 Agency Client Relationships. Take 44 will not use Agency Data or other Confidential Information to market or solicit products or services directly to Agency’s clients or prospects for Take 44’s own account.
4. Required and Protected Disclosures
4.1 Required Disclosure. The Receiving Party may disclose Confidential Information to the extent required by applicable law, regulation, subpoena, court order, or governmental process. Unless legally prohibited, the Receiving Party will provide the Disclosing Party prompt advance notice, disclose only the portion legally required, and reasonably cooperate, at the Disclosing Party’s expense, with efforts to obtain confidential treatment or a protective order.
4.2 Protected Communications. Nothing in this Agreement prohibits or restricts either Party or any individual from reporting a suspected violation of law to, communicating with, or participating in an investigation or proceeding conducted by a governmental or regulatory authority; making a disclosure protected by applicable whistleblower law; or making any other disclosure that applicable law cannot lawfully restrict. No prior notice to or authorization from the other Party is required for such communications. Nothing in this Section independently authorizes a disclosure that is otherwise prohibited by applicable law or waives any attorney-client privilege, work-product protection, or other legal privilege. Whether a particular communication or disclosure is protected is determined under applicable law.
4.3 Trade Secret Immunity Notice. An individual will not be held criminally or civilly liable under federal or state trade secret law for disclosing a trade secret in confidence to a government official or attorney solely to report or investigate a suspected violation of law, or in a complaint or other document filed under seal in a lawsuit or other proceeding, in each case as provided by 18 U.S.C. § 1833(b).
5. Ownership; No License; No Warranty
5.1 Ownership and No License. As between the Parties, the Disclosing Party retains all right, title, and interest in its Confidential Information. No intellectual-property license or other right is granted by disclosure except the limited right to use Confidential Information for the Purpose.
5.2 No Warranty. Unless otherwise stated in a separate written agreement, Confidential Information is provided “as is.” Neither Party makes a representation or warranty regarding its accuracy or completeness, and neither Party is liable for the other Party’s decisions based on it.
5.3 No Obligation; Lawful Competition. This Agreement does not obligate either Party to disclose information, enter into or continue a transaction, or refrain from lawful competition. Nothing in this Section permits use or disclosure of the other Party’s Confidential Information.
6. Return, Destruction, and Retention
6.1 Confidential Information Generally. Upon the Disclosing Party’s written request, the Receiving Party will, within a commercially reasonable period, return or destroy the Disclosing Party’s Confidential Information in its possession or control. This Section 6.1 does not apply to Agency Data, which is governed exclusively by Section 6.2. The Receiving Party is not required to destroy copies that it is legally required to retain or copies maintained pursuant to a litigation hold or professional obligation. The Receiving Party is also not required to remove copies contained in routine backups or archives that are not reasonably accessible in the ordinary course. Any copies retained under this Section remain subject to this Agreement and may not be used for any other purpose. Nothing in this Section requires the Receiving Party to retain any Confidential Information.
6.2 Agency Data Following Termination. Consistent with Section 9.3 of the TOS, Agency is solely responsible for downloading or exporting all data submitted to or maintained in the Take 44 platform by or on behalf of Agency (“Agency Data”) before termination of its subscription. Upon termination, Agency’s right to access the platform and Agency Data immediately ends. Take 44 has no obligation to retain, return, export, recover, or otherwise provide Agency Data following termination.
Take 44 may maintain Agency Data in its active production systems for up to sixty (60) days following termination but does not guarantee that Agency Data will remain available or recoverable during that period. If Agency Data remains available, Agency may regain access only by reactivating its subscription and paying Take 44’s then-current subscription fee for at least one User seat, together with any other applicable charges.
No later than sixty (60) days following termination, Agency Data will be deleted from Take 44’s active production systems and will no longer be available to Agency. Limited copies may remain temporarily in routine backups or archives, legal holds, fraud-prevention records, financial records, or other records Take 44 is legally or reasonably required to retain. Those copies will not be restored or made available to Agency, except as required by law, and backup or archive copies will be removed or overwritten through Take 44’s ordinary cycles. Any retained information remains protected and may be used only for the purpose permitting retention. Take 44 will have no liability arising from the deletion, loss, or unavailability of Agency Data following termination. More specific requirements in an applicable BAA control PHI.
7. Term and Survival
This Agreement begins on the Effective Date and remains in effect until Agency’s subscription or account is terminated in accordance with the applicable Terms of Service, whether because of cancellation, expiration, nonpayment, termination by Take 44, or any other reason. No separate written notice under this Agreement is required to terminate it.
Termination does not affect obligations concerning Confidential Information disclosed before termination. Those obligations continue for five (5) years after each disclosure; provided, however, that obligations relating to a trade secret continue for as long as the information qualifies as a trade secret under applicable law, and obligations relating to information subject to a Business Associate Agreement or other legal confidentiality requirement continue for the period required by that agreement or applicable law.
8. Equitable Relief
Unauthorized use or disclosure of Confidential Information may cause harm for which monetary damages would be an inadequate remedy. Subject to applicable law, the Disclosing Party may seek injunctive or other equitable relief to prevent or remedy such unauthorized use or disclosure, in addition to any other available remedies. Nothing in this Section creates a presumption that equitable relief must be granted or limits any defense available to the Receiving Party.
9. Relationship to Other Agreements
When the TOS applies, a direct conflict between this Agreement and another incorporated agreement will be resolved according to the order of priority established in Section 1.3 of the TOS. If the TOS does not apply or does not establish priority for the particular conflict, the BAA controls with respect to PHI, and otherwise the more specific provision governing the particular information or obligation controls. Nothing in this Agreement reduces either Party’s obligations under an applicable BAA or applicable law.
10. Notices
Notices to Agency under this Agreement may be provided by email to the primary administrative contact associated with Agency’s account, by email to Agency’s users generally, or through a notice displayed within the Take 44 platform, including through Take 44’s in-platform notification system. Agency is responsible for maintaining current email and account-contact information.
Notices to Take 44 must be sent by email to nextagencyadmin@take44.com. Take 44 may change its designated notice email address by posting the new address within the platform, on its website, or in the applicable Terms of Service.
An electronic notice is effective when transmitted or first displayed within the platform. Notices concerning litigation, subpoenas, or other formal legal proceedings must be delivered in the manner required by applicable law and are not governed exclusively by this Section.
11. General
11.1 Governing Law and Disputes. When the TOS applies, disputes arising out of or relating to this Agreement are governed by the dispute-resolution provisions of the TOS. If the TOS does not apply, this Agreement is governed by California law, without regard to conflict-of-laws rules, and the state and federal courts located in Ventura County, California have exclusive jurisdiction over any dispute arising out of or relating to this Agreement, and each Party consents to personal jurisdiction and venue in those courts.
11.2 Assignment. When the TOS applies, assignment of this Agreement is governed by Section 15 of the TOS. If the TOS does not apply, neither Party may assign this Agreement without the other Party’s prior written consent, except that either Party may assign it without consent in connection with a merger, reorganization, sale of substantially all relevant assets, or similar transaction, provided the assignee assumes the assigning Party’s obligations. Any other attempted assignment is void.
11.3 Waiver and Severability. A waiver is effective only if in writing and signed by the waiving Party. A delay or failure to enforce a provision is not a waiver. If any provision of this Agreement is held invalid or unenforceable, the provision will be modified to the minimum extent necessary to make it valid and enforceable. If it cannot be so modified, it will be severed from this Agreement. The remaining provisions will remain in full force and effect.
11.4 Entire Agreement; Amendments. This Agreement constitutes the entire agreement between the Parties concerning the confidentiality of information exchanged for the Purpose. Upon its acceptance by Agency, this Agreement supersedes and replaces every prior nondisclosure or confidentiality agreement between Take 44 and Agency concerning that subject matter, except for the agreements identified in Section 9.
Take 44 may amend this Agreement at any time by posting the revised Agreement. Take 44 will determine whether an amendment is material and the date on which it becomes effective. Take 44 will provide notice of a material amendment by a method permitted under Section 10. A nonmaterial amendment may become effective when posted without additional notice.
Agency’s or any User’s continued access to or use of the Take 44 platform on or after the effective date constitutes Agency’s acceptance of the amended Agreement. If Agency does not agree to an amendment, Agency must discontinue use of the platform before the amendment becomes effective.
An amendment will not retroactively reduce either Party’s obligations concerning Confidential Information disclosed before the amendment’s effective date. A waiver of any provision must be in writing and accepted or signed by the Party granting the waiver.
11.5 Electronic Acceptance; Counterparts. Agency’s electronic acceptance of this Agreement during Take 44’s online account-registration or subscription process constitutes execution of and agreement to be bound by this Agreement. If separately signed, this Agreement may be executed in counterparts and by electronic signature, each of which is deemed an original and all of which together constitute one instrument.
11.6 No Privilege Waiver Intended. Nothing in this Agreement requires either Party to disclose privileged material. If the Parties intend to exchange material under a legally recognized common-interest arrangement, they may document that arrangement separately. This Agreement alone does not create a joint-defense or common-interest relationship.
11.7 Headings. Headings are for convenience only and do not affect interpretation.