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Mutual Non-Disclosure Agreement

Applicable to all trade customers and applicants accessing the UFI trade portal at unitedfabric.com.

Effective Date: 05/19/2026
Last Updated: 05/29/2026

This Mutual Non-Disclosure Agreement (this “Agreement”) is entered into between United Fabrics International, Inc., a California corporation with its principal place of business at 1723 South Central Avenue, Los Angeles, CA 90021 (“UFI”), and the person or entity that accepts this Agreement during the UFI trade-portal application process or is otherwise granted access to UFI’s trade portal, products, samples, or information (“Customer”). UFI and Customer are each referred to as a “Party” and together as the “Parties.”

The Parties anticipate that, in connection with Customer’s evaluation of, application for, and use of UFI’s trade portal, products, samples, services, and business relationship (the “Purpose”), each Party may disclose to the other certain non-public, proprietary, or confidential information. This Agreement governs how that information may be used and protected. The Party disclosing information is the “Discloser” and the Party receiving it is the “Recipient,” and a Party may be Discloser or Recipient at different times under this Agreement.

This Agreement is supplemental to, and is to be read together with, the UFI Master Purchase Agreement and the other documents governing the Parties’ relationship. To the extent any of those documents contain provisions protecting UFI’s patterns, designs, artwork, or other intellectual property, those provisions continue to apply in addition to this Agreement.

1. Confidential Information

“Confidential Information” means any non-public information disclosed by the Discloser to the Recipient, directly or indirectly, in any form (written, oral, electronic, visual, or by access to systems), and whether or not marked or identified as confidential at the time of disclosure, that a reasonable person would understand to be confidential given the nature of the information and the circumstances of its disclosure.

1.1 UFI Confidential Information — examples

Without limiting the foregoing, UFI’s Confidential Information includes:

  • the UFI trade portal at unitedfabric.com, including the look, feel, structure, organization, source code, APIs, user-interface flows, and any non-public features and functionality;
  • the UFI Design Portal, mood-board and collection tools, and any non-public account, allocation, ordering, or production workflows;
  • the UFI AI pattern-matching service and image-search tools, including any models, algorithms, training data, and outputs related to UFI’s proprietary catalog;
  • UFI’s pattern library, color cards, color technology, designs, artwork, and any pattern, design, or colorway data, whether or not currently active or in inventory;
  • UFI’s pricing, price lists, quotations, discounts, terms, allocations, real-time inventory levels, ETA and logistics data, and sourcing and supplier relationships and information;
  • UFI’s customer lists and customer information, business plans, product roadmap, marketing strategies, financial information, and internal communications; and
  • any information of UFI’s suppliers, factors, freight forwarders, customs brokers, or other vendors that UFI receives subject to obligations of confidentiality.

1.2 Customer Confidential Information — examples

Without limiting the foregoing, Customer’s Confidential Information includes Customer’s non-public designs, mood boards, collections, sample requests, production orders and forecasts, pricing and margin information, business plans, customer lists, financial information, and internal communications shared with UFI in connection with the Purpose.

1.3 Exclusions

Confidential Information does not include information that the Recipient can demonstrate by competent written evidence: (a) was rightfully known to Recipient without obligation of confidentiality before the Discloser disclosed it; (b) is or becomes generally available to the public through no fault of, or breach by, the Recipient; (c) is rightfully received by Recipient from a third party who is not subject to any obligation of confidentiality to the Discloser with respect to it; or (d) is independently developed by Recipient without use of or reference to the Discloser’s Confidential Information.

2. Use and Protection of Confidential Information

The Recipient agrees to:

  • use the Discloser’s Confidential Information solely for the Purpose, and not for any other purpose, including for the Recipient’s own commercial advantage outside of the Parties’ relationship;
  • hold the Discloser’s Confidential Information in strict confidence and protect it using at least the same degree of care that the Recipient uses to protect its own confidential information of like importance, and in no event less than a reasonable degree of care;
  • not disclose the Discloser’s Confidential Information to any third party except to its employees, officers, directors, contractors, agents, and professional advisors who (i) have a need to know it for the Purpose and (ii) are bound by written or professional obligations of confidentiality at least as protective as those in this Agreement, and the Recipient remains responsible for any breach by such persons;
  • not copy, reproduce, reverse-engineer, decompile, disassemble, scrape, harvest, or create derivative works of the Discloser’s Confidential Information, except to the extent strictly necessary for the Purpose; and
  • not use any data-extraction, automated, or AI tool to ingest, train on, copy, or build derivative models from the Discloser’s Confidential Information, including from the UFI trade portal, the UFI pattern library, or any information made available through the portal, except with UFI’s prior express written consent.

Without limiting the foregoing, the Recipient shall not use the Discloser’s Confidential Information to compete with the Discloser, to solicit the Discloser’s customers or suppliers using such information, or to develop, design, or produce goods or services that copy, replicate, or are derivative of the Discloser’s Confidential Information.

3. UFI Trade Portal and Pattern Library

Customer acknowledges that access to UFI’s trade portal at unitedfabric.com, including the pattern library, design tools, AI pattern-matching, real-time inventory and pricing, and related materials, is provided as a confidential business resource for the Purpose. Such access is granted subject to this Agreement, the UFI Master Purchase Agreement, the UFI Terms of Use, and any access controls associated with Customer’s account. Customer agrees that:

  • Customer will access the trade portal only through Customer’s authorized account and credentials, will keep those credentials confidential, and will be responsible for activity under its account;
  • Customer will not share, sublicense, resell, or otherwise make the trade portal, the pattern library, or any portion thereof available to any third party that is not an authorized user under Customer’s account;
  • Customer will not download, export, scrape, or systematically reproduce the pattern library, color cards, inventory data, or pricing information, except to the limited extent necessary to evaluate or place orders for goods through the portal in the ordinary course;
  • Customer’s rights to use UFI’s patterns, designs, artwork, and proprietary images remain limited as set forth in the Master Purchase Agreement (including its limited-license and design-protection provisions); and
  • any access provided to Customer is non-exclusive, non-transferable, and revocable in UFI’s discretion, and termination of access does not relieve Customer of its obligations under this Agreement as to Confidential Information already received.

Nothing in this Agreement grants Customer any license to the trade portal, the pattern library, UFI’s software, AI models, or other intellectual property, except the limited right to access and use them for the Purpose.

4. Compelled Disclosure

If the Recipient is required by applicable law, regulation, subpoena, court order, or governmental request to disclose any of the Discloser’s Confidential Information, the Recipient may make such disclosure, provided that (where legally permitted) the Recipient: (a) promptly notifies the Discloser in writing so that the Discloser may seek a protective order or other appropriate remedy; (b) discloses only the portion of the Confidential Information that is legally required; and (c) uses reasonable efforts to obtain confidential treatment for the disclosed information.

5. Term and Duration of Obligations

This Agreement begins on the date Customer accepts it (or otherwise begins receiving Confidential Information from UFI, whichever is earlier) and continues for so long as Customer has an account with UFI or otherwise has access to UFI’s Confidential Information, plus the survival periods set forth below.

With respect to Confidential Information that constitutes a trade secret under applicable law, the Recipient’s obligations under this Agreement continue for so long as the information remains a trade secret.

With respect to all other Confidential Information, the Recipient’s obligations under this Agreement continue for a period of three (3) years from the later of (a) the date of disclosure or (b) termination of Customer’s account or access, except that any obligations relating to intellectual property, patterns, designs, and the trade portal under Sections 3 and 6 continue for so long as those rights are protectable under applicable law.

6. Intellectual Property and No License

All Confidential Information remains the property of the Discloser. Except for the limited right to use the Discloser’s Confidential Information for the Purpose, no license, ownership interest, or other right in or to the Confidential Information, or in or to any patent, copyright, trademark, trade secret, pattern, design, artwork, software, model, or other intellectual property of the Discloser, is granted by this Agreement, whether expressly, by implication, by estoppel, or otherwise.

Nothing in this Agreement modifies, supersedes, or limits the limited license, design-protection, and copyright provisions of the UFI Master Purchase Agreement, which continue to apply to UFI’s patterns, designs, and artwork in addition to this Agreement. In the event of any conflict between this Agreement and the Master Purchase Agreement as to UFI’s patterns, designs, artwork, or other intellectual property, the Master Purchase Agreement controls.

7. Return or Destruction of Confidential Information

Upon the Discloser’s written request, or upon termination of Customer’s account or access to the trade portal, the Recipient shall promptly, at the Discloser’s option, return or destroy all Confidential Information of the Discloser in the Recipient’s possession or control, including all copies, summaries, and notes derived from it, and certify such return or destruction in writing if requested. The Recipient may retain copies to the extent (a) required by applicable law or bona fide internal record-retention or compliance policies, or (b) automatically retained in secure backup or archival systems, provided that any such retained Confidential Information remains subject to this Agreement for so long as it is retained.

8. No Representation; No Obligation to Disclose

All Confidential Information is provided “AS IS.” The Discloser makes no representation or warranty, express or implied, as to the accuracy, completeness, or fitness of its Confidential Information for any particular purpose, and shall have no liability resulting from the Recipient’s use of the Confidential Information. Neither Party is obligated under this Agreement to disclose any particular Confidential Information or to continue any discussions or relationship.

9. Remedies

The Recipient acknowledges that any breach or threatened breach of this Agreement may cause the Discloser irreparable harm for which monetary damages alone would be inadequate. Accordingly, in addition to all other remedies available at law or in equity, the Discloser is entitled to seek injunctive and other equitable relief to prevent or restrain a breach or threatened breach of this Agreement, without the requirement of posting a bond or proving actual damages, and without limiting the Discloser’s right to recover damages and reasonable attorney’s fees and costs.

10. General

10.1 No Other Relationship

This Agreement does not create any agency, partnership, joint venture, employment, or franchise relationship between the Parties. Neither Party has authority to bind the other.

10.2 Assignment

Consistent with the Master Purchase Agreement, this Agreement may not be assigned, modified, or canceled by Customer without UFI’s prior written consent, and any attempted assignment, modification, or cancellation without such consent is void.

10.3 Governing Law, Arbitration, and Provisional Remedies

This Agreement is governed by the laws of the State of California, without regard to its conflict-of-laws principles. Any controversy arising out of or relating to this Agreement, including any claim for damages or rescission, shall be resolved by binding arbitration in accordance with the arbitration provisions of the UFI Master Purchase Agreement (including its panel composition, venue in Los Angeles, California, attorney’s-fees, and related provisions), all of which are incorporated by reference into this Agreement.

Consistent with the Master Purchase Agreement, UFI shall have all rights to provisional remedies that it would have at law or in equity, including the right to seek injunctive or other equitable relief in the state or federal courts located in Los Angeles County, California, to protect its Confidential Information pending or in aid of arbitration, notwithstanding the existence of this agreement to arbitrate.

Consistent with the Master Purchase Agreement, any arbitration proceedings instituted by Customer against UFI under this Agreement must be instituted within one (1) year after the claimed breach occurred, and Customer’s failure to institute arbitration proceedings within such period shall constitute an absolute bar to the institution of any proceedings and the seeking of any remedy in arbitration, at law, or otherwise by Customer, and a waiver of all of Customer’s claims. The determination of whether the one-year period has expired shall be made by the Court and shall not be within the jurisdiction of the arbitrators. This one-year bar does not apply to, and does not limit, UFI’s claims against Customer under this Agreement, which remain subject to applicable statutes of limitations.

10.4 Entire Agreement; Order of Precedence

This Agreement, together with the UFI Master Purchase Agreement and any other documents referenced at sign-up, constitutes the entire agreement of the Parties with respect to its subject matter and supersedes any prior or contemporaneous understandings on that subject. In the event of any conflict between this Agreement and the Master Purchase Agreement regarding UFI’s patterns, designs, artwork, or other intellectual property, the Master Purchase Agreement controls; otherwise, this Agreement controls as to confidentiality.

10.5 Severability and Waiver

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions remain in full force and effect. No failure or delay by either Party in exercising any right under this Agreement constitutes a waiver of that right.

10.6 Updates

UFI may update this Agreement from time to time. Material updates will be communicated to Customer through the trade portal or by email, and continued use of the trade portal after the effective date of an update constitutes acceptance of the updated Agreement.

10.7 Acceptance

Customer accepts this Agreement by checking the “I have read and agree” box during the UFI trade-portal application process, by clicking “Accept,” by accessing or using the trade portal, or by receiving Confidential Information of UFI, whichever occurs first. The date, time, IP address, and user-agent information associated with such acceptance constitute evidence of Customer’s assent.