This Non-Disclosure and Confidentiality Agreement (“Agreement”) is entered into by and between Encourage U, hereafter known as the “Disclosing Party,” and the undersigned receiving party (the “Receiving Party”), and collectively both parties known as “Parties.”
WHEREAS, the Disclosing Party shall disclose or deliver tangible or intangible information to the Receiving party that may be considered confidential or proprietary information;
WHEREAS, the Disclosing Party desires to be assured that the proprietary information in this agreement, both parties agree as follows:
Confidential Information shall refer to any kind of information whether oral or written made by or provided for by the Disclosing Party to the Receiving Party or vice versa. It could be written or in oral communication that may refer to any patent, copyright, trademark, or trade secret. The information under this agreement to be declared or constituted as Confidential by the Disclosing Party, regardless of whether such information was provided before or after the date of this agreement shall be, but not limited to the following:
Confidential Information may likewise include any information disclosed by any party to the Disclosing Party that is protected by a non-disclosure agreement and by which has been accidentally, incidentally, or acquired by the Receiving Party whether directly or indirectly.
The Receiving Party, upon acquiring the confidential information shall hold in trust and confidence the information possessed by said party and shall not disclose it to any other party or use it for its own benefit or any other without the consent of the Disclosing Party.
The Receiving Party, may not disassemble, decompile, or reverse engineer products, prototypes, source codes, software, or any other objects that have been shared or provided for by Disclosing Party’s that may contain Confidential Information and that are provided to the Receiving Party for purposes under this agreement. The Receiving Party shall not likewise make copies of said information unless consent has been given by the Disclosing Party. This clause shall survive and continue during and after the expiration or termination of this Agreement.
III. Exclusions From Confidential Information
The Receiving Party shall not need the consent of the Disclosing Party to share, disclose, or copy the Confidential Information in cases where:
During the effectivity and within five (5) years after the expiration of this agreement, the Receiving Party understands and agrees to not be involved directly or indirectly, in activities that are in competition with the Disclosing Party.
V. Return of Confidential Information
Upon termination of this Agreement and/or upon request of the Disclosing Party, all Confidential Information disclosed under this Agreement shall be returned to the Disclosing Party. Physical records, or any hardcopy material, print media, or any other physical materials containing Confidential Information shall be delivered or returned to the Disclosing Party. Digital records shall be deleted and no copies shall be retained by the Receiving Party. In case of impossibility of the delivery of Confidential Information by the Receiving Party to the Disclosing Party, the parties may unanimously elect for the destruction of any records, documents, whether physical or digital containing the Confidential Information. In case of destruction of Confidential Information, destruction shall be certified in writing to the Disclosing Party after the destruction of such Confidential Information before the presence of a duly authorized representative of the Disclosing Party and/or by one of the Recipient’s duly authorized officers.
This Non Disclosure Agreement is not transferable. The written content of both parties is needed in order to transfer this Agreement. The Parties acknowledge that each party shall maintain its exclusive ownership over its own Confidential Information except as otherwise falling under the found in the Exclusions from Confidential Information clause. Neither party may obtain rights whatsoever, by license or otherwise, in the other party’s Confidential Information unless otherwise with consent provided for by the other party. Any recommendation of any information made by the Receiving Party to the Disclosing Party that shall be incorporated into the Confidential information of the Disclosing Party shall form part of the Disclosing party’s Confidential Information.
Neither party may assign or delegate any of its rights, or delegate any of its obligations hereunder, without the prior written consent of the other party.
All additions or modifications to this Agreement must be made in writing and signed by both parties. The effectivity date of the Agreement is the same as the execution date.
The Disclosing Party makes no representation or warranties whatsoever to the Receiving Party as to the accuracy, completeness, or performance of any such Confidential Information. No party shall become liable for the use of Confidential Information. The information and/or products presented are of personal knowledge and experience and have been created from the need for ease and accessibility.
X. Injunctive Relief
The Parties agree that in the event of any breach due to careless handling of the Confidential Information, the aggrieved party shall be entitled to seek injunctive relief for the protection of such party from incurring further damage or which may result in an irreparable injury.
The Parties may execute this agreement in multiple counterparts, each of which is an original but all of which shall constitute one and the same instrument.
XII. Entire Agreement
This Agreement is understood to be the complete agreement of the parties hereto and shall supersede any prior agreements and discussions relating to the subject matter hereof. Any amendments, modifications, or alterations made in this agreement shall require the affirmation by both parties to this Agreement and signed by said parties hereto.
XIII. Separability Clause
Should any of the provisions here to be held invalid by any competent court, such invalidity shall affect only the said provision and the remaining provisions shall continue to be valid and enforceable.
XIV. Governing Laws
This Agreement shall be governed and construed in accordance with the laws of the United States, to the exclusion of other state laws and without any regard to its conflicts of laws provisions. Each party hereby consents to the jurisdiction of said courts and waives any objection which they may have at any time to the jurisdiction of such courts, the laying of venue in such courts, or the convenience of the forum.
IN WITNESS WHEREOF, the Parties have set their hands on the date specified.
Anthony S. Frankmore
DBA: Encourage U Productions, LLC
415 W. 18th Street, #131, Merced, CA, 95348
United States of America
NDA verbiage, content, and format were provided for use by jotform.com and are not affiliated with Encourage U Or its affiliates.
All information provided at WWW.encourageuprogram.com is the sole property of Encourage U, LLC including trademarks, and copyrights. Content on this website, workbooks, workshops are private and at no time should be duplicated or used without written permission and consent from Encourage U, LLC or Anthony Frankmore the program founder.
Encourage U and affiliates to reserve the right to discontinue, cancel and/or deny services at any time.
For further information on Program Details please contact us at firstname.lastname@example.org