CONFIDETIALITY AND NON-DISCLOSURE AGREEMENT
IMPORTANT: Please read the following terms and agreement before studying this online course. By purchasing and using this course, you are agreeing to be bound by this non-disclosure agreement as the recipient.
This Non-Disclosure Agreement is made as of September 12, 2015, by and between Ron Miller (“Disclosing Party”), and the (“Recipient”).
Disclosing Party may disclose confidential information, trade secrets, technologies, or products under development, and/or related materials to Recipient. This Agreement sets forth the conditions for Recipient’s access. In consideration of such disclosure, Recipient agrees and covenants with Disclosing Party to comply strictly with the following conditions:
- Definition of Confidential Information. The term Confidential Information means materials and information provided or disclosed by Disclosing Party to Recipient under this Agreement and includes: (a) nonpublic inventions, concepts, processes, formulas, designs, source and unreleased object code, unpublished authorship, technical data and specifications, and materials labeled “confidential” or “proprietary;” (b) the identity of those individuals and businesses with which Disclosing Party has a contract related to Disclosing Party’s business objectives (“Contract Parties”). As used in this paragraph, the word “contract” is intended to include all agreements for the development, modification, exchange, purchase, sale, lease, license, loan or rental of goods (tangible or intangible), rights or services; (c) other material or information which is trade secret or confidential by its nature, or by its relationship to or disclosure of one of the foregoing categories; (d) other material or information which pertains to Disclosing Party’s and/or one of Disclosing Party’s Contract Party’s research, development plans, manufacturing or product information, know-how, financial information (including costs and pricing), marketing plans, business plans or relationships, internal operations or systems; and (e) all correspondence, electronic transmissions, documents and other information received or generated by Recipient during the course of Recipient’s evaluation, regardless of source, if Confidential Information is contained therein.
- Effectiveness. This Agreement will be effective as of the date Confidential Information is first made available to Recipient. The obligations of Recipient with respect to Confidential Information disclosed during the term of this Agreement will survive termination of this Agreement, the return of the Confidential Information, and any expiration or termination of Recipient’s use of the Confidential Information.
- Information and Materials Provided “AS IS” – No Warranties. Disclosing Party provides Confidential Information and other materials and information copies to Recipient “AS IS” and without a warranty of any kind. Disclosing Party expressly disclaims all warranties and conditions, express or implied, including any implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, or non-infringement of third party rights. No oral or written information or advice given by Disclosing Party or its representative creates a warranty or increases the scope of a warranty. Under no circumstances, including negligence, will Disclosing Party be liable to Recipient for any damages whatsoever arising out of this Agreement or relating to the Confidential Information and other materials and information.
- Use of Confidential Information. Recipient may use Confidential Information only to evaluate a proposed business transaction with Disclosing Party or as otherwise authorized in writing by Disclosing Party. Recipient will not use the Confidential Information in any other fashion, form, or manner at any time.
- Confidentiality. Recipient will restrict access to the Confidential Information to those of its personnel who have a need to know and from whom Recipient has written commitments to protect confidential and trade secret information. Recipient will not disclose Confidential Information to any other persons, corporation, business organizations, or other entities. Recipient will maintain the required confidentiality in at least the same manner that it protects the confidentiality of its own confidential information of like kind and will use no less than reasonable care and its best efforts to prevent any unauthorized use or disclosure of the Confidential Information. Recipient will promptly notify Disclosing Party in writing of any unauthorized use, disclosure, destruction or loss of the Confidential Information (including copies) of which Recipient learns. Recipient will make all reasonable efforts to locate and return any lost originals or copies.
- Property of Disclosing Party. All Confidential Information is confidential and proprietary to Disclosing Party and any Disclosing Party Contract Party from whom Disclosing Party originally received the Confidential Information, and will, at all times and throughout the world, remain the property of Disclosing Party or such Contract Party. Recipient agrees that any developments, enhancements, or improvements made or conceived by it or under its direction in connection with the Confidential Information will be the sole and complete property of Disclosing Party, and that any and all patentable rights, copyrights, trade secrets, and other proprietary interests and intellectual property therein will belong to Disclosing Party.
- Independent Development. The foregoing will not prohibit or limit Recipient’s use of information that is not derived from any Confidential Information and that Recipient can establish by documentary evidence: (a) is already in the possession of the Recipient without a confidentiality obligation; (b) is independently developed by the Recipient or any of its Subsidiaries without use of Confidential Information and by personnel without access to Confidential Information; (c) is or becomes publicly available without breach of this Agreement; (d) is received from a third party which has obtained it legally and has the legal right to transmit it; (e) is intentionally released for disclosure by Disclosing Party or approved in writing by Disclosing Party for disclosure by Recipient; or (f) is inherently disclosed without restriction in the course of normal marketing, sales, promotion, or use of products by Disclosing Party.
- Permitted Disclosure. Recipient may disclose Confidential Information if and only to the extent that: (a) in response to an order of a court or other governmental body of the United States, or any political subdivision thereof; provided, however, that the party making the disclosure pursuant to the order shall first have given notice to Disclosing Party and made a reasonable effort to obtain a protective order requiring that information and/or documents so disclosed be used only for the purposes for which the order was issued and then only to the extent required; (b) otherwise required by law, provided, however, that the party making the disclosure shall first have given notice to Disclosing Party and made a reasonable effort to obtain a protective order requiring that information and/or documents so disclosed be used only for the purposes and extent required; or (c) necessary to establish rights under this Agreement, and then only to the extent required, and subject to such protective order as may be feasible under the circumstances.
- Termination. Either party may terminate this Agreement by notice to the other party stating an effective date of termination no sooner than ten days after the notice. Disclosures made after the effective date of termination will not be subject to the provisions of this Agreement.
- Enforcement by Injunction. Recipient acknowledges that unauthorized use or disclosure of Confidential Information will result in irreparable and continuing damage to Disclosing Party for which there is no adequate remedy at law. If Recipient fails to comply with this Agreement, Disclosing Party will be entitled to equitable relief to protect its interests, including injunctive relief, in addition to any other rights and remedies provided by law or contract. Recipient consents to the jurisdiction and venue of the state and federal courts in Hillsborough County, Florida, in any lawsuit alleging unauthorized use or disclosure of Confidential Information. The substantive laws of the United States and the State of Florida will govern this Agreement.
- No Waiver. The waiver by Disclosing Party of a violation of this Agreement will not operate as a waiver of any other violation.
- Assignment. This Agreement will be binding on Recipient and its successors and assigns. Recipient will not assign or transfer any rights or obligations under this Agreement without prior written consent of Disclosing Party.
- Acknowledgment. Recipient and Disclosing Party agree to the above terms and acknowledge receipt of a copy of this Agreement.
PLEASE READ THIS NON-DISCLOSURE AGREEMENT BEFORE PURCHASING. BY PURCHASING THIS PROGRAM, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT AS THE RECIPIENT. IF YOU DO NOT AGREE WITH THESE TERMS AND AGREEMENT, DO NOT PURCHASE THIS PROGRAM.