This Non-disclosure Agreement (this “Agreement”) is made effective as of upon purchase (the “Effective Date”), by and between Todd Cahill, Emanuel Zevallos, Balwinder Marwaha, Myra Ann Elizabeth Uber, and Tenisha Graham (the “Owners”) of the InsideOut Institute, LLC, and the “Recipient”.
Shall not share or discuss information about or pertaining to the Inside Out Institute including but not limited to confidential and privileged information.
The Owner has requested and the Recipient agrees that the Recipient will protect the confidential material and information which may be disclosed between the Owner and the Recipient. Therefore, the Parties agree as follows:
I. CONFIDENTIAL INFORMATION. The term “Confidential Information” means any information or material which is proprietary to the Owner, which is not generally known or developed by the Owner, which is generally known other than by the Owner , and which the Recipient may obtain through any direct or indirect contact with the Owner. Regardless of where specifically identified as confidential or proprietary, Confidential Information shall include any information provided by the Owner concerning the business, technology and information of the Owner and any third party with which the Owner deals, including, without limitation, business records and lans, trade secrets, technical data, product ideas, contracts, financial information, pricing structure, discounts, computer programs and listings, source code and/or object code, copyrights and intellectual property , inventions, sales leads, strategic alliances, partners, and customer and client lists. The nature of the information and the manner of disclosure are such that a reasonable person would lundresand it to be confidential.
“Confidential Information” does not include:
matters of public knowledge that result from disclosure by the Owner;
information rightfully received by the Recipient from a third party without a duty of confidentiality;
information independently developed by the Recipient;
information disclosed by operation of law;
information disclosed by the Recipient with the prior written consent of the Owner;
and any other information that both parties agree in writing is not confidential.
II. PROTECTION OF CONFIDENTIAL INFORMATION. The Recipient understands and acknowledges that the Confidential Information has been developed or obtained by the Owner by the investment of significant time, effort and expense, and the Confidential Information is a valuable, special and unique asset of the Owner which providers the Owner with a significant competitive advantage, and needs to be protected from improper disclosure. In consideration for the receipt by the Recipient of the Confidential Information, the Recipient agrees as follows:
No Disclosure. The Recipient will hold the ConfidentialInformation in confidence and will not disclose the Confidential Information to any person or entity without the prior written consent of the Owner.
No Copying/ Modifying. The Recipient will not copy or modify any Confidential Information without the prior written consent of the Owner.
Unauthorized Use. The Recipient shall promptly advise the Owner if the Recipient becomes aware of any possible unauthorized disclosure or use of the Confidential Information.
Application to Employees. The Recipient shall not disclose any Confidential Information to any employees of the Recipient, except those employees who are required to have the Confidential Information in order to perform their job duties in connection with the limited purposes of this Agreement. Each permitted employee to whom Confidential Information is disclosed shall sign a non-disclosure agreement substantially the same as this Agreement at the request of the Owner
III. UNAUTHORIZED DISCLOSURE OF INFORMATION - INJUNCTION. If it appears that the Recipient has disclosed (or has threatened to disclose) Confidential Information or in violation of the Agreement, the Owner shall be entitled to an injunction to restrain the Recipient from disclosing the Confidential Information in whole or in part. The Owner shall not be prohibited by this provision from pursuing other remedies, including a claim(s) for losses and damages.
IV. NON-CIRCUMVENTION. For a period of five (5) years after the end of the term of this Agreement, the Recipient will not attempt to do business with, or otherwise solicit any business contacts found or otherwise referred by Owner to Recipient For the purpose of circumventing, the result of which shall be to prevent the Owner from realizing or recognizing a profit, fees, or otherwise, without the specific written approval of the Owner. If such circumvention shall occur the Owner shall be entitled to any commissions due pursuant to this Agreement or relating to such transaction.
V. RETURN OF CONFIDENTIAL INFORMATION. Upon the written request of the Owner, the Recipient shall return to the Owner all written materials containing the Confidential Information. The Recipient shall also deliver to the Owner written statements signed by the Recipient certifying that all materials have been returned within five (5) days of receipt of the request.
VI. RELATIONSHIP OF PARTIES. Neither party has an obligation under this Agreement to purchase any service or item form the other party, or commercially offer any products using or incorporation the Confidential Information. This Agreement does not create any agency, partnership, or joint venture.
VII. NO WARRANTY. The Recipient acknowledges and agrees that the Confidential Information is provided on as “AS IS” basis. THE OWNER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE CONFIDENTIAL INFORMATION AND HEREBY EXPRESSLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL THE OWNER BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THE PERFORMANCE OR USE OF ANY PORTION OF THE CONFIDENTIAL INFORMATION. The Owner does not represent or warrant that any product or business plans disclosed to the Recipient will be marketed or carried out as disclosed, or at all. Any actions taken by the Recipient in response to the disclosure of the Confidential Information shall be solely at the risk of the Recipient.
VIII. LIMITED LICENSE TO USE. The Recipient shall not acquire any intellectual property rights under this Agreement except the limited right to use as set forth above. The Recipient acknowledges that, as between the Owner and the Recipient, the Confidential Information all all related copyrights and other intellectual property rights, are (and at all times will be) the property of the Owner, even if suggestions, comments, and/or ideas made by the Recipient are incorporated into the Confidential Information or related materials during the period of this Agreement.
IX. NON-DISPARAGEMENT. During membership with the InsideOut Institute the Recipient agrees not to make any statements, written or verbal, or cause or encourage others to make any statements, written or verbal, that defame, disparage or in any way criticize the personal or business reputation, practices, or conduct of the InsideOut Institute, its employees, directors, and officers. The Parties acknowledge and agree that this prohibition extends to statements, written or verbal , made to anyone, including but not limited to, the news media, investors, potential investors, any board of directors or advisor board or directors, industry analysts, competitors, strategic partners, vendors, employees (past or present), and clients.
The Parties understand that this Paragraph is material provision of this Agreement and that any
breach of this Paragraph shall be breach of this Agreement, and that each Party would be irreparably
harmed by violation of this provision.
If it appears that the Recipient has disparaged (or has threatened to disparage) by any of the means listed above, is in violation of the Agreement, the Owner can require the Recipient to immediately remove all communications mentioning InsideOut Institute or leaving InsideOut Institute, including those through social media and all other avenues; and to an injunction to have the Recipient remove all communications through social media and all other avenues and to restrain the Recipient from further disparagement in whole or in part. The Owner shall not be prohibited by this provision from pursuing other remedies, including a claim(s) for losses and damages.
X. INDEMNITY. Each party agrees to defend, indemnify, and hold harmless the other party and its officers, directors, agents, affiliates, distributors, representatives, and employees from any and all third party claims, demands, liabilities, costs and expenses, including reasonable attorney’s fees, costs and expenses resulting from the indemnifying party’s material breach of any duty representation, or warranty under this Agreement.
XI. ATTORNEY’S FEES. In any legal action between the parties concerning this Agreement, the prevailing party shall be entitled to recover reasonable attorney’s fees and costs.
XII. TERM. The obligations of this Agreement shall survive evergreen from the Effective Date or until the Owner sends the Recipient written notice releasing the Recipient from this Agreement. After that, the Recipient must continue to protect the Confidential Information that was received during the term of this Agreement from unauthorized use or disclosure for an additional 1 year.
XIII. GENERAL PROVISIONS. This Agreement sets forth the entire understanding of the parties regarding confidentiality. Any amendments must be in writing and signed by both parties. This Agreement shall be construed under the laws of the State of Illinois. This Agreement shall not be assignable by either party. Neither party may delegate its duties under this Agreement without the prior written consent of the other party. The confidentiality provisions of this Agreement shall remain in full force and effect at all times in accordance with the term of this Agreement. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining portions of this Agreement shall remain in full force and effect and be construed so as to best effectuate the original intent and purpose of this Agreement.
XIV. WHISTLEBLOWER PROTECTION. This Agreement is in compliant with the Defend Trade Secrets Act and provides civil or criminal immunity to any individual for the disclosure of trade secrets (i) made in confidence to a federal, state, or local government official, or to an attorney when the disclosure is to report suspected violations of he law; or (ii) in a complaint or other document filed in a lawsuit if made under seal.
XV. SIGNATORIES. This Agreement shall be executed by Todd Cahill, CEO, on behalf of the InsideOut Institute, LLC, and the Recipient and delivered in the manner prescribed by law as of the date first written above.