MUTUAL NON-DISCLOSURE AGREEMENT (NDA)
This Mutual Non-Disclosure Agreement (“Agreement”) is entered into as of the [Effective Date] by and between XXX INC, a XXX registered educational company (“Organizer”), and the Participants (referred to as “Participants”).
RECITALS:
WHEREAS, the Parties are engaged in an educational program known as the “500 Rollups” program (“Program”), which is designed to provide participants with valuable insights, education, and networking opportunities for entrepreneurial endeavors;
WHEREAS, as part of the Program, participants may share proprietary business strategies, financial information, marketing plans, operational methodologies, and other confidential information (“Confidential Information”) to enhance their educational experience;
WHEREAS, the Parties acknowledge that the Confidential Information exchanged during the Program is of significant value and is essential for the Permitted Purpose (as defined below);
WHEREAS, the Parties recognize the importance of safeguarding the Confidential Information to protect the business interests of all participants and to maintain the integrity of the educational experience;
WHEREAS, the Parties are committed to establishing a legally binding agreement that outlines their respective rights and responsibilities concerning the Confidential Information shared during the Program;
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the Parties hereby agree as follows:
- CONFIDENTIALITY OBLIGATIONS:
- The Parties, including XXX INC (“Organizer”) and the Participants, hereby solemnly undertake and commit to an unwavering obligation not to disclose, reproduce, distribute, or in any manner whatsoever reveal or make accessible to any third party any Confidential Information exchanged between the Parties, including information received from each other, during the course of the “500 Rollups” program (“Program”).
- The Parties recognize that the Confidential Information shared during the Program is of paramount value and embodies proprietary knowledge, insights, and strategies that are integral to the success and uniqueness of the Program’s educational content.
- The Confidentiality Obligations encompass, but are not limited to, the following:
- Non-Disclosure: The Parties shall not disclose, divulge, communicate, or otherwise make available any part of the Confidential Information to any unauthorized person or entity, except as expressly permitted under this Agreement.
- Non-Dissemination: The Parties shall not reproduce, replicate, duplicate, or distribute any tangible or intangible form of the Confidential Information, including documents, materials, data, and concepts, without the prior written consent of the disclosing Party.
- Non-Exploitation: The Parties shall not exploit, utilize, or incorporate any aspect of the Confidential Information for their personal or professional gain, whether directly or indirectly, beyond the scope of the Permitted Purpose (as defined in this Agreement).
- The Parties further acknowledge and agree that the Confidentiality Obligations shall persist without limitation until the later of:
- The passage of 10 years from August 2, 2023, during which the Confidential Information shall remain strictly confidential and subject to the terms of this Agreement; or
- The time at which the Confidential Information becomes publicly known through lawful means and without any breach of this Agreement.
- This extended confidentiality commitment is deemed essential to safeguard the proprietary nature of the Confidential Information, protect the legitimate interests of the Parties, and ensure the continuity of the educational value of the Program.
- The Parties acknowledge that any violation of the Confidentiality Obligations constitutes a material breach of this Agreement and may lead to legal action and the pursuit of remedies available at law and in equity
- DISPUTE RESOLUTION AND GOVERNING LAW:
- Any dispute arising out of or in connection with this Agreement shall be subject to mediation in New York, New York. If mediation is unsuccessful, the dispute shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association. The prevailing Party shall be entitled to recover reasonable attorney’s fees and costs.
- This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles.
- SIGNATURES:
This Agreement may be executed electronically and in counterparts. The Parties intend to be legally bound by the electronic execution of this Agreement.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the [Effective Date].
XXX Inc
By: _______________________________
Name:
Title:
Date:
Participant:
By: _______________________________
Name:
Title:
Date:
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