NON-DISCLOSURE/NON-COMPETE AGREEMENT.

 

NON-DISCLOSURE/NON-COMPETE AGREEMENT.

This Non-disclosure/Non-compete Agreement (hereinafter referred to as the “Agreement”) is made this __ day of ___, 2021, between “the disclosing party” ___________________ (hereinafter referred to as the “Company”), and “the receiving party” _______________________, (hereinafter referred to as the “Partner”), for the purpose of preventing the unauthorized disclosure of Confidential Information and/or undue competition as defined below. The parties agree to enter into a confidential relationship with respect to the disclosure of certain proprietary and confidential information (“Confidential Information”).

  • Definition of confidential information.
    1. For purposes of this Agreement, “Confidential Information” shall include all information or material that has or could have commercial value or other utility in the business in which Disclosing Party is engaged. 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.
    2. Confidential information under this Agreement shall include but not limited to;
  1. The Company’s proprietary technology which includes the booking and management system, membership portal, and service products/concepts.
  2. The Company’s business concept which has a unique technology that allows for the combination service combination.
  3. The partner’s portal
  4. Any documents/concepts/materials that disclose the Company’s business model, forecasts, plans, research etc.
  1. The Receiving Party agrees to use the Confidential Information solely in connection with the current or contemplated 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.
  2. Receiving Party’s obligations under this Agreement do not extend to information that is: 
  1. Publicly known at the time of disclosure or subsequently becomes publicly known through no fault of the Receiving Party; 
  2. discovered or created by the Receiving Party before disclosure by Disclosing Party; 
  3. Learned by the Receiving Party through legitimate means other than from the Disclosing Party or Disclosing Party’s representatives; or
  4. Is disclosed by Receiving Party with Disclosing Party’s prior written approval.
  • TIME PERIODS/NON-COMPETE.
    1. The Term of this Agreement shall be for a period Two Years commencing on the Effective Date herein.
    2. 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.
    3. The Partner shall not, during the term of this Agreement or upon termination/cancellation thereof, 
  1. Use the business concept/trade secrets/technology knowledge shared herein or any other materials to start a similar business.
  2. Pass off any business concept/trade secrets/technology knowledge shared herein or any other materials as their own for the purpose of financial or material gain.
  3. Start a similar company, offer similar services or any other services such as the ones offered by the company under this Agreement.
  4. Use or adopt or purport to use or adopt the name or any trade or business name of the Company for any purpose.
  5. Interfere or seek to interfere or take such steps as may interfere with the continuance of the Company’s business, the Company’s relationship with their clients or any other actions that hinder the smooth flow of the Company’s business.
  6. Carry on, participate, assist, be engaged, concerned or interested in any business which competes with the Company on the same concepts/technology/trade secrets herein.
  • PROPRIETARY RIGHTS.

The Disclosing Party shall, during the term of this Agreement and upon the termination/cancelation thereof, be the sole owner of all proprietary rights to the technology used for the business concept covered under this Agreement, the Company’s brand, licenses,  trade secrets, products, business model, plans and every other material that the Company has proprietary rights over. The Receiving Party shall not, under any circumstances, claim any rights to the concepts/brands/products/plans/trade secrets/licenses or any other copyrighted materials upon signing this Agreement.

  • 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. 
    1. 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.
    2. This Agreement shall be governed by and construed in accordance with the laws of Connecticut, USA. Exclusive jurisdiction and venue shall be in Connecticut, USA.
    3. Attorneys’ Fees.  If one party commences any action or proceeding against the other to enforce the terms of this Agreement, the prevailing Party will be entitled to an award against the other Party for all reasonable attorneys’ fees, costs and expenses incurred by the prevailing Party in connection with the action or proceeding and in connection with the enforcement of any judgment or order the prevailing party obtains.
    4. This Agreement shall be binding upon and inure to the benefit of the Company and the Partner and their respective successors and assigns, provided that the Partner may not assign any of their obligations under this Agreement without the Company’s prior written consent.  
    5. 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.                 PARTNER.

______________________                                        ________________________

Signature                               Signature               _____________________                                         _________________________

Contact Information                   Contact information

_____________________                                           _________________________

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