STANDARD “CONFIDENTIALITY / DISCLOSURE” AGREEMENT
This AGREEMENT, effective as of ___________ , is between Worship Support Network LLC, an Arizona limited liability corporation, and the Recipient. Each party (“Discloser”) may disclose to the other (“Recipient”) certain confidential information pursuant to the provisions of this Agreement for the purpose of Recipient’s assessment of Recipient’s willingness and/or ability to collaborate with the Discloser.
Either Party is willing to transmit and receive, strategic plans, business plans, technical plans, and Company plans for the design, manufacturing, bundling, marketing, and distribution of its products and/or services, such products and/or services of Worship Support Network to be targeted to the consumer and professional consumer markets, including, but not limited to, General ideas, website design, database design, materials and/or anything and everything relating to Worship Support Network and its proprietary information.
Recipient wishes to receive such information for such purpose, understanding that Recipient understands and acknowledges that the Proprietary Information has been developed or obtained by Disclosure by the investment of significant time, effort, and expense, and that the Proprietary Information is a valuable, special, and unique asset of Discloser, which provides Discloser with a significant competitive advantage, and needs to be protected from improper disclosure.
CONFIDENTIAL/PROPRIETARY/TRADE SECRET INFORMATION
NOW, THEREFORE, in consideration of the mutual covenants and conditions herein contained, the parties hereto agree as follows:
As used in this Agreement, the term Proprietary Information shall mean written, oral, documentary or other information relating to the subject matter referenced above, which is received by Recipient from Discloser and which is marked proprietary, confidential, or the equivalent, or which Discloser indicates in writing or orally at the time of transmittal to, or receipt by, Recipient is to be considered proprietary, confidential or the equivalent. Proprietary Information includes notes, extracts, analyses or materials prepared by Recipient, which are copies of or derivative works of the Proprietary Information, or from which the substance of the Proprietary Information can be inferred or otherwise understood. Information shall not be deemed Proprietary Information, and Recipient shall have no obligation with respect to any such information, which Recipient can prove by written records: (a) is already known to Recipient without obligation of confidentiality, from a source other than Discloser; (b) is or hereafter becomes publicly known through no wrongful act, fault or negligence of Recipient; (c) is received by Recipient without restriction and without breach of this Agreement or any other agreement from a third party entitled to so disclose it; (d) is disclosed by Discloser to a third party (other than a disclosure to a direct or indirect affiliated company or subsidiary of Discloser) without restriction on the rights of such third party; (e) is approved for release by written authorization of Discloser; or (f) is independently developed by employees of Recipient without use of such Proprietary Information.
Recipient shall use the Proprietary Information received hereunder solely for evaluation purposes. Recipient shall not make any copies, in whole or in part, machine-readable or otherwise, of the Proprietary Information.
Recipient shall not, for a period of five (5) years from the effective date of this Agreement, disclose any Proprietary Information of Discloser in whole or in part to any third party or use themselves for personal gain, competitive purposes, or become a competitor to Worship Support Network. Recipient shall not be liable for inadvertent disclosure of Proprietary Information of Discloser provided that (a) Recipient uses at least the same degree of care in safeguarding such Proprietary Information as Recipient uses for Recipient’s own proprietary information of like importance and such degree of care shall be at least that which is reasonably calculated to prevent such inadvertent disclosure, (b) Recipient limits access to such Proprietary Information to those of Recipient’s employees who are directly involved in the consideration of the Proprietary Information and who are obligated to Recipient by written agreement to not disclose the Proprietary Information, and (c) upon discovery of any disclosure or suspected disclosure of Proprietary Information, Recipient shall promptly inform Discloser of such disclosure in writing and shall promptly return to Discloser all tangible forms of the Proprietary Information, including any and all copies and partial copies thereof, whether machine-readable or otherwise.
All tangible information, including, but not limited to, drawings, formulas, processes, specifications, photographs, documents, breadboards, samples, models, machines, tools, software/firmware, websites/databases, machine-readable media of any kind, and other information submitted hereunder, including business information, shall remain the property of Discloser. Upon written request by Discloser, Recipient shall promptly return to Discloser all tangible forms of the Proprietary Information, including any and all copies and partial copies, whether machine-readable or otherwise, and shall destroy all intangible copies and partial copies whether machine stored, machine-readable or otherwise, and an officer of Recipient shall provide Discloser with a written certification as to such destruction.
Nothing contained in this Agreement shall be construed as: (a) requiring Discloser to disclose to Recipient any particular information; (b) granting to a party a license, either express or implied, under any patent, copyright, trade secret or other intellectual property right, now or hereafter owned, obtained or licensable by Discloser; (c) creating warranties of any kind in connection with any particular information; (d) constituting or implying any representation or commitment as to the development or availability of commercial products, features or services; or (e) soliciting any business or organization changes or incurring any obligations of any kind not specified herein.
Recipient shall not knowingly transmit, directly or indirectly, in whole or in part, any Proprietary Information of the transmitting party, or export, directly or indirectly, any product of the Proprietary Information, in contravention of the laws of the United States or the laws of any other country governing the aforesaid activities. Recipient will not transfer any confidential information received hereunder or any product made using such confidential information to any country prohibited from receiving such data or product by the U.S. Department of Commerce Export Administration Regulations without first obtaining a validated export license.
Recipient shall not utilize any such Proprietary Information to develop products or produce articles for Recipient’s own or another's use, or to develop products or produce articles sold or offered for sale or otherwise transferred or offered for transfer to anyone other than Discloser, without its written consent, subject to the same exceptions set forth in paragraph 1.
This Agreement shall be interpreted and the rights of the parties determined under the laws of the State of Arizona, excluding its choice of law rules.
Recipient acknowledges that damages will be difficult to ascertain in the event of a breach of this Agreement, and agrees that an injunction may be obtained by Discloser to protect its rights hereunder, without limiting other rights and remedies Discloser may have.
The Disclosing Party acknowledges that the Receiving Party has the right to develop (directly or indirectly) products, techniques or information that is different or competitive with this information embodied in the Confidential Information, so long as Receiving Party does not breach this Agreement.
This Agreement supersedes any prior oral or written understandings and constitutes the entire agreement between the parties with respect to its subject matter; and no modification, amendment or waiver thereof shall be effective unless in writing and signed by both parties.
NON-SOLICITATION OF TEAM MEMBERS
Recipient acknowledges and agrees that the business of Discloser is highly competitive, that Discloser invests substantial resources in locating, hiring, and training team members, and that the loss of team members to a competitor would cause immediate, immeasurable, and irreparable harm, loss, and damage to Discloser not adequately compensable by a monetary award. Accordingly, during the term of this Agreement, Recipient agrees not to directly or indirectly use team member personal information, otherwise, Proprietary Information, to solicit any team members or agents of Discloser to disengage contracts or retention with Discloser.
NON-SOLICITATION OF CLIENTS
Recipient acknowledges and agrees that the business of Discloser is highly competitive, that Discloser invests substantial resources in locating, on-boarding, and building relationships with its clients, and that the loss of clients to a competitor would cause immediate, immeasurable, and irreparable harm, loss, and damage to Discloser not adequately compensable by a monetary award. Accordingly, during the term of this Agreement, Recipient agrees not to directly or indirectly use client profiles or other personal information, otherwise, Proprietary Information, to solicit any clients or their agents of Discloser to disengage contracts or retention with Discloser.
Each person executing this Agreement warrants and represents that he or she has the authority to enter into this Agreement on behalf of the party whose name appears above their signature.
IN WITNESS WHEREOF, the duly authorized representatives of the parties hereto have executed this Agreement and caused it to be effective as of the date first written above.