This Non-disclosure/non-compete Agreement (hereinafter referred to as the “Agreement”) is made and entered on this ____ day of _____ 2021 (the “Effective Date”), between Bisonabiso, www.itsbisonabiso.com Contact Info: ________________________ (hereinafter referred to as the “Disclosing Party”), and _______________________, Contact Info: _______________ (herein referred to as the “Receiving Party”).
WHEREAS the Disclosing Party is an online platform that brings together and publishes stories of Africans in diaspora, with special attention focusing on Africans of the Congolese origin.
WHEREAS, the Receiving Party refers to any brand, company, business, affiliates, partners, media influencers, bloggers, or any other person/entities that are working on projects with the Disclosing Party, being featured by the Disclosing Party on the Disclosing Party’s website and/or who provide video or photographic materials that shall be used on the Disclosing Party’s website to highlight stories of the Congolese in the diaspora.
NOW THEREOF, in consideration of the mutual covenants and promises made by the Parties hereto, the Parties covenant and agree as follows:
- DEFINITION OF CONFIDENTIAL INFORMATION.
- For the purpose of this Agreement, “Confidential Information” means any personal information, included but not limited to the names, address and contact information of any persons covered/featured by the Disclosing Party’s on their online platforms that the Disclosing Party has disclosed as confidential, as well as the concepts, ideas, stories, ‘trade secrets’ and any other information covered herein. Confidential information also all and information or material that has or could have commercial value that has been disclosed by the Disclosing Party to the Receiving Party during pitches or while developing stories for the Disclosing Party’s website. If Confidential Information is in written form, the Disclosing Party shall label or stamp the materials with the word “Confidential” or some similar warning. If Confidential Information is transmitted orally, the Disclosing Party shall promptly provide a writing indicating that such oral communication constituted Confidential Information. The Receiving Party cannot share the Disclosing Party’s confidential information or the concept covered under this Agreement with the general public and/or a third party without the Disclosing Party’s written consent.
- The Receiving Party agrees to use the Confidential Information solely in connection with the current or contemplated work and/or business 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 Disclosing Party. No other right or license, whether expressed or implied, in the Confidential Information is granted to the Receiving Party hereunder.
- Receiving Party’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 Receiving Party,
- Discovered or created by the Receiving Party before disclosure by Disclosing Party,
- Learned by the Receiving Party through legitimate means other than from the Disclosing Party or Disclosing Party’s representatives, or
- Is disclosed by Receiving Party with Disclosing Party’s prior written approval.
- TIME PERIODS
- The Term of this Agreement shall be for a period _______ [Months/Years] commencing on the Effective Date herein.
- The nondisclosure provisions of this Agreement shall survive the termination of this Agreement and Receiving Party’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 Disclosing Party sends Receiving Party written notice releasing Receiving Party from this Agreement, whichever occurs first.
The Receiving Party shall not, during the term of this Agreement or upon termination/cancellation thereof,
- Use the ideas, concept, knowledge and/or trade secrets shared herein or any other materials to start a similar platform, business, blog, website and/or business.
- Pass off any ideas, concept, knowledge and/or trade secrets shared herein or any other materials as their own for the purpose of financial or material gain.
- Start a similar website, blog, online platform and/or offer similar services or any other services such as the ones offered by the Disclosing Party under this Agreement.
- Use or adopt or purport to use or adopt the name or any trade or business name of the Disclosing Party for any purpose.
- Interfere or seek to interfere or take such steps as may interfere with the continuance of the Disclosing Party’s ideas, relationship with their clients, customers or partners, or any other actions that hinder the smooth flow of the Disclosing Party’s business, goals and/or mission.
- NOTICE OF BREACH.
Receiving Party shall notify the Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information by Receiving Party or its Representatives, or any other breach of this Agreement by Receiving Party or its Representatives, and will cooperate with efforts by the Disclosing Party to help the Disclosing Party regain possession of Confidential Information and prevent its further unauthorized use
- GENERAL PROVISION, GOVERNING LAW AND JURISDICTION.
- 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.
- 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.
DISCLOSING PARTY: _____________ ________________________ ___________
(SIGNATURE) (NAME) (DATE)
RECEIVING PARTY: _____________ ________________________ ___________
(SIGNATURE) (NAME) (DATE)
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