Last Updated: August 6, 2026
This Non-Disclosure Agreement (this “Agreement”) is entered into between SIMPL Wireless, LLC, a Georgia limited liability company (“SIMPL”), and the individual accepting this Agreement together with the company or other legal entity on whose behalf it is accepted (collectively, “Customer”), in connection with the “Business Purpose” described below. By checking the box confirming that you have authority to act on behalf of your company and that you have read and agree to this Agreement, and by submitting the applicable form on justsimpl.com, you represent that you are authorized to bind Customer and you agree, on behalf of Customer, to be bound by this Agreement. This electronic acceptance has the same legal effect as a handwritten signature. If you are not authorized to bind Customer, or Customer does not agree to these terms, do not check the box and do not access the Proprietary Information.
1. Definitions
- Affiliate means any entity controlled by, under common control with, or controlling Recipient through voting stock or its board of directors or other supervisory board.
- Authorized Person means Recipient's or its Affiliate's employees, officers, legal counsel, members of Recipient's board of directors or supervisory board, and independent contractors, each of whom Recipient requires to comply with the obligations of Recipient under this Agreement.
- Confidential Information means information, other than Trade Secrets, that is of value to its Owner (or a third party providing such information to Owner) and is treated as confidential.
- Owner means SIMPL, as the discloser of the Proprietary Information under this Agreement.
- Proprietary Information means Trade Secrets and Confidential Information of the Owner (or of a third party providing such information to the Owner).
- Recipient means Customer, as the recipient of the Proprietary Information under this Agreement, and includes Authorized Persons.
- Third Party means any person other than an Authorized Person.
- Trade Secrets means information constituting a trade secret within the meaning of Section 10-1-761(4) of the Georgia Trade Secrets Act of 1990, as amended.
2. Term
This Agreement commences on the date Customer accepts it in the manner described above and continues for two (2) years, unless terminated earlier by either party upon written notice. Recipient’s confidentiality obligations survive expiration or termination of this Agreement as set out in Section 3.
3. Proprietary Information
- Recipient agrees to hold all Proprietary Information in trust and confidence and will not at any time, directly or indirectly, furnish or divulge any of the Proprietary Information to a Third Party. Recipient shall exercise reasonable care to prevent disclosure of the Proprietary Information to a Third Party. Recipient may only disclose the Proprietary Information to an Authorized Person with a need to know such information in connection with the Business Purpose. Recipient shall not exploit or attempt to exploit in any way or manner whatsoever the Proprietary Information for its own private benefit or for the benefit of any person, firm or entity other than the Owner. Recipient shall notify the Owner immediately upon discovery of any unauthorized use or disclosure of the Proprietary Information.
- The obligations under this Agreement do not apply if and to the extent Recipient establishes that: (i) the information disclosed to Recipient was already known to Recipient, without obligation to keep it confidential, at the time of its receipt from Owner, as evidenced by documents in the possession of Recipient prepared or received prior to disclosure of such information; (ii) the information was received by Recipient in good faith from a third party lawfully in possession thereof without obligation to keep such information confidential and without requiring Recipient to keep the information confidential; (iii) the information was publicly known at the time of its receipt by Recipient or has become publicly known other than by a breach of this Agreement; (iv) the information was independently developed by Recipient without use of Owner's Proprietary Information; or (v) the information is required to be disclosed by applicable statute or regulation or by judicial or administrative process, provided that Recipient shall use reasonable efforts under the circumstances to notify the Owner of such requirement so as to provide the Owner the opportunity to obtain such protective orders or other relief as the compelling Court or other entity may grant.
- Recipient will not make copies of any written Proprietary Information except as required in connection with the Business Purpose.
- If the Proprietary Information comprises software, then Recipient shall not copy, reverse engineer, or decompile such software.
- At the conclusion of the discussions between the parties regarding the Business Purpose, or upon demand by either party, all Proprietary Information in Recipient's possession or control shall be returned to the Owner or destroyed by Recipient. Recipient may, however, retain one archival copy of the Proprietary Information solely to the extent required by applicable law, regulation, or its bona fide internal document-retention or legal-hold policies, provided that any such retained copy remains subject to the confidentiality obligations of this Agreement for as long as it is retained.
- Recipient’s obligations with respect to Trade Secrets continue for as long as the information remains a trade secret under applicable law. Recipient’s obligations with respect to Confidential Information continue during the term of this Agreement and for two (2) years after the Confidential Information is first disclosed to Recipient.
- Recipient acknowledges that the pricing information SIMPL makes available is proprietary and constitutes a trade secret of SIMPL. Recipient represents that it is entering into this Agreement in good faith and not for the purpose of obtaining pricing information as, or on behalf of, a competitor for competitive advantage. Recipient agrees not to access, or attempt to access, SIMPL’s pricing information using any fictitious, fraudulent, or misleading name, email address, or telephone number. Any such attempt is an intentional breach of this Agreement and may subject Recipient to legal action for damages, including for unfair competition and misappropriation of trade secrets. SIMPL reserves the right to verify Recipient’s identity and to deny access to pricing information if SIMPL has reasonable grounds to believe the information Recipient provided is false, misleading, or associated with a competitor.
4. Ownership
Recipient acknowledges and agrees that the Proprietary Information of Owner is the sole and exclusive property of Owner (or a third party providing such information to Owner) and that Owner (or a third party providing such information to Owner) owns all worldwide copyrights, trade secret rights, confidential and proprietary information rights, and all other proprietary rights therein. Recipient acknowledges and agrees that the disclosure of the Proprietary Information to Recipient does not confer upon Recipient any license, interest or rights of any kind in or to the Proprietary Information.
5. Warranty Disclaimer
THE TRADE SECRETS AND CONFIDENTIAL INFORMATION ARE PROVIDED AS IS WITHOUT ANY WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE.
6. Remedies
Recipient acknowledges and agrees that the remedies at law for breach of any covenant in this Agreement may be inadequate and that Owner shall be entitled to injunctive relief, without the necessity of posting a bond or other security, for any breach of this Agreement by Recipient. Nothing herein shall be construed as limiting Owner's right to any other remedies at law, including the recovery of damages for breach of this Agreement.
7. Governing Law
This Agreement shall be governed by and construed and interpreted in accordance with the laws of the State of Georgia, without giving effect to its conflict of law rules. The parties consent to the non-exclusive jurisdiction of the state and federal courts located in the State of Georgia for any dispute arising out of or relating to this Agreement.
8. Electronic Acceptance
This Agreement is entered into electronically. Customer agrees that checking the acceptance box and submitting the applicable form on justsimpl.com constitutes a valid and binding electronic signature, and that this Agreement is enforceable in accordance with its terms under the Electronic Signatures in Global and National Commerce Act, the Uniform Electronic Transactions Act, and any similar applicable law. No handwritten or physical signature is required. SIMPL may maintain records of each acceptance, including the identity of the accepting individual and the date, time, and version of this Agreement accepted, and such records will constitute evidence of Customer’s acceptance.
9. Assignment
Neither party may assign or transfer this Agreement, in whole or in part, without the prior written consent of the other party, except that either party may assign this Agreement without such consent to a successor in connection with a merger, acquisition, corporate reorganization, conversion into another form of entity, or sale of all or substantially all of its assets or equity. This Agreement binds and inures to the benefit of the parties and their respective permitted successors and assigns.
10. Severability
If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be enforced to the maximum extent permissible and the remaining provisions shall remain in full force and effect.
11. Waiver
No failure or delay by either party in exercising any right under this Agreement shall operate as a waiver of that right, and no waiver of any breach shall constitute a waiver of any other or subsequent breach.
12. Changes to this Agreement
SIMPL may update this Agreement from time to time by posting a revised version on justsimpl.com. Any revised version applies only to acceptances that occur on or after the date it is posted, and the version of this Agreement in effect at the time of Customer’s acceptance governs that acceptance.
13. Notice of Immunity
Pursuant to 18 U.S.C. § 1833(b), an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Nothing in this Agreement limits or restricts any such legally protected disclosure.
14. No Obligation; One-Way Agreement
This Agreement is a one-way (unilateral) agreement: it protects the Proprietary Information that SIMPL discloses to Customer and imposes no confidentiality or other obligation on SIMPL with respect to any information Customer may disclose to SIMPL. Any protection for Customer’s information requires a separate written agreement signed by SIMPL. Nothing in this Agreement obligates either party to disclose any particular information, to proceed with any transaction or business relationship, or to enter into any further agreement. This Agreement does not create any partnership, joint venture, agency, or fiduciary relationship between the parties, and each party remains free to conduct similar discussions with, and to independently develop or acquire products or services from, any third party.
15. Entire Agreement; Order of Precedence
This Agreement is the sole and entire agreement between the parties with respect to the exchange of Proprietary Information in connection with the Business Purpose and supersedes all prior discussions, representations, agreements, and understandings regarding the disclosure of Proprietary Information in connection with the Business Purpose. If Customer and SIMPL later enter into a separate agreement, signed or electronically accepted by both parties, that governs the confidential treatment of information exchanged between them — including a mutual non-disclosure agreement or reseller, platform, or service terms — that separate agreement will control to the extent of any conflict with this Agreement. Except to the extent of such conflict, this Agreement remains in full force and effect. This Agreement inures to the benefit of each party and their respective permitted successors and assigns.
Business Purpose: Discussions about pricing, products, solutions, materials, mobile network operator relationships, SaaS-based device management solutions, billing systems, ecommerce, network monitoring, third-party logistics, and any services offered or resold into the market.