This Copyright/Non-disclosure Agreement (hereinafter referred to as the “Agreement”) is made and entered on this ____ day of _____ 2021 (the “Effective Date”), between Apex Training Programs LLC, Contact Info: __________________ (hereinafter referred to as the “Company”), and _____________, Contact Info: ____________ (herein referred to as the “Client”).
WHEREAS, the Client understands that the Agreement is connected to the Gym Membership Agreement between the Parties herein, and that the relationship thereof is the basis for this Agreement.
NOW THEREOF, in consideration of the mutual covenants and promises made by the Parties hereto, the Parties covenant and agree as follows:
The initial term of this Agreement shall be indefinite, commencing on the Effective Date herein. The copyright and non-disclosure provisions of this Agreement shall survive the termination of this Agreement and the Client’s duty to hold Confidential Information in confidence shall remain in effect until the Confidential Information no longer qualifies as a trade secret or until the Company sends the Client written notice releasing the Client from this Agreement, whichever occurs first.
- The Client acknowledges and understands that the Company shall, during the term of the Gym Membership Agreement, take photos/videos of the Client while in training sessions. The Client understands that by the existence of the Gym Membership Agreement with the Company, they have willingly and voluntarily allowed the Company to take and use the photos and videos for the advertisement of the business.
- The Company shall own all the copyrights over the photos and videos and any related content, the Company shall enjoy all and privileges pertaining the said material, including but not limited to using the photos and videos to advertise the gym. The Client shall not lay any claim, copyright or otherwise, on the photos and videos covered under this Agreement.
- For purposes of this Agreement, “Confidential Information” shall include pdf documents for training programs and nutritional charts and information shared by the Company to the Client for the training sessions. The Client agrees to use the Confidential Information solely in connection with the current or contemplated relationship between the Parties and not for any purpose other than as authorized by this Agreement without the prior written consent of an authorized representative of the Company. No other right or license, whether expressed or implied, in the Confidential Information is granted to the Client hereunder. The Client shall not share, copy, duplicate, pass of as their own works and/or sell the Confidential Information without prior written consent from the Company.
- The Client’s obligations under this Agreement do not extend to information that is:
- Publicly known at the time of disclosure or subsequently becomes publicly known through no fault of the Client;
- Discovered or created by the Client before disclosure by the Company;
- Learned by the Client through legitimate means other than from the Company
- Is disclosed by the Client with the Company’s prior written approval.
The Client shall not, during the term of this Agreement or upon termination/cancellation thereof, a. Use the photos, videos and/or the Confidential Information herein to start a similar business or company, b. Pass off any photos, videos and/or the Confidential Information shared herein or any other materials as their own for the purpose of financial or material gain., c. Start a similar business and/or offer similar services or any other services such as the ones offered by the Company under this Agreement, d. Use or adopt or purport to use or adopt the name or any trade or business name of the Company for any purpose.
The Client shall notify the Company immediately upon discovery of any unauthorized use or disclosure of Confidential Information by the Client, or any other breach of this Agreement by the Client, and will cooperate with efforts by the Company to help the Company regain possession of Confidential Information and prevent its further unauthorized use.
This Agreement contains the entire Agreement between the Parties relating to the subject matter hereof and supersedes any and all prior agreements or understandings, written or oral, between the parties related to the subject matter hereof. No modification of this Agreement shall be valid unless made in writing and signed by both parties hereto.
- GOVERNING LAW AND JURISDICTION.
- This Agreement shall be governed by and construed in accordance with the laws of _________ [State/Country]. Exclusive jurisdiction and venue shall be in _________ [State/Country].
- Each party represents and warrants to the other that such party has acted in good faith, and agrees to continue to so act, in the negotiation, execution, delivery, performance, and any termination of this Agreement.
IN WITNESS WHEREOF, this Agreement has been executed by the parties as of the Effective Date.
COMPANY: _____________ ________________________ ___________
(SIGNATURE) (NAME) (DATE)
CLIENT: _____________ ________________________ ___________
(SIGNATURE) (NAME) (DATE)
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