Digital Therapy Vendor NDA

THIRD-PARTY VENDOR CONFIDENTIALITY & DATA PROTECTION AGREEMENT

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Consulting Firm (Engaging Party):    Digital Therapy, LLC

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Client (Protected Parties:                     Garage Management Company, LLC 

                                                                    Chapman Consulting, LLC

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This Third-Party Vendor Confidentiality & Data Protection Agreement (“Agreement”) is made effective as of [Date], by and between:

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Digital Therapy, LLC (“Engaging Party”), a New York Limited Liability Company

 

Located at:   115 E 89th St Apt 9A, New York, NY 10128

  

Contact:        Jonathan Kobrin

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Phone:            917 - 495 - 0455

 

Email:              hello@digitaltherapy.io

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and

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AME Engineering Inc (“Vendor” or “Receiving Party”), a Michigan C-Corporation 

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Located at:      455 East Eisenhower Parkway, Suite 300, Ann Arbor, Michigan, 48108

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Contact:           Milton Rodas

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Phone:               734 - 834 - 0893

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Email:                 milton@digitaltherapy.io

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for the benefit and protection of

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Chapman Consulting, LLC & Garage Management Company, LLC (“Protected Parties”), both New York limited liability companies

 

Located at:     1770 Lexington Avenue, New York, NY 10065

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Contact:          Patrick Milner

 

Phone:              917 - 468 - 0328

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Email:                pmilner@gmcparking.com

 

 

Digital Therapy and Vendor are collectively referred to as the “Parties.”

 

 

1. Purpose

 

Digital Therapy has been engaged by Chapman Group to perform a full digital transformation of the Chapman family office and its portfolio companies.

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Vendor may receive access to business, operational, technical, or financial information relating to Chapman Group and its affiliates.

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This Agreement governs the handling and protection of such information.

 

 

2. Definition of Confidential Information

 

“Confidential Information” includes all non-public information disclosed by Digital Therapy or Chapman Group to Vendor in any form (oral, written, electronic, or otherwise), including but not limited to:

 

• Business plans, strategies, pricing, financial data, customer lists, or investor records;

• Software, code, systems, infrastructure, or configurations;

• Operating procedures, documentation, templates, playbooks, or training materials;

• Employee, contractor, or vendor information;

• Any derivative information created from or incorporating such data.

 

Information is not Confidential Information if Vendor can prove:

(a) The information is publicly known through no breach;

(b) The information was lawfully known prior to disclosure;

(c) The information was independently developed without reference to Confidential Information.

 

 

3. Vendor Obligations

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Vendor shall:

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a) Use Confidential Information only for purposes of performing authorized services for

Digital Therapy;

 

b) Maintain strict confidentiality and not disclose any information to third parties without written authorization;

 

c) Protect all Confidential Information using no less than reasonable care;

 

d) Limit access to personnel with a need to know who are bound by similar obligations;

 

e) Not copy, store, transmit, or use Confidential Information except as necessary to perform the services;

 

f) Promptly notify Digital Therapy of any actual or suspected unauthorized use or disclosure; and

 

g) Upon request or termination of services, return or securely destroy all Confidential Information and confirm such destruction in writing.

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4. Ownership and No License

 

All Confidential Information remains the sole property of Chapman Group and/or Digital Therapy.

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No license or ownership rights are granted by this Agreement, whether express or implied.

 

 

5. Term and Survival

 

This Agreement is effective as of the date first written above and continues until all Confidential Information has been returned or destroyed.

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Vendor’s confidentiality obligations survive for five (5) years after termination and indefinitely with respect to trade secrets or personally identifiable information.

 

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6. Data Security and Compliance

 

Vendor shall:

 

• Comply with all applicable privacy and security laws (including GDPR and CCPA);

• Use multi-factor authentication and secure storage for any system containing Protected Party data;

• Report any data breach or security incident within 24 hours of discovery; and

• Cooperate fully with Digital Therapy and Chapman Group in any remediation or investigation.

 

 

7. Remedies and Indemnification

 

Vendor acknowledges that unauthorized use or disclosure may cause irreparable harm for which monetary damages would be inadequate.

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Digital Therapy and Chapman Group may seek injunctive relief and recover all damages, costs, and reasonable attorney fees arising from any breach.

 

 

8. Relationship of Parties

 

Vendor is an independent contractor of Digital Therapy and has no direct contractual relationship with Chapman Group beyond this acknowledgment of obligations.

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Nothing herein creates employment, agency, or partnership between Vendor and Chapman Group.

 

 

9. Governing Law and Venue

 

This Agreement is governed by the laws of the State of New York, without regard to conflict-of-law principles.

 

The Parties consent to exclusive jurisdiction in the state and federal courts located in New York County, New York.

 

 

10. Entire Agreement

 

This document constitutes the entire understanding among the Parties and supersedes all prior discussions regarding its subject matter.

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Any amendment must be in writing and signed by Digital Therapy and Vendor.

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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

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