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THIS NON-DISCLOSURE AGREEMENT is agreed to by the purchaser of this training video and InternetBlitz.net (Seller) of Gilbert, AZ 85233
BACKGROUND:
The Seller and the Purchaser are contemplating a possible transaction (the "Transaction") with respect to: information. In connection with the Transaction (the "Permitted Purpose"), the Purchaser has requested certain confidential information (the "Confidential Information") regarding: information.
IN CONSIDERATION OF and as a condition of the Seller providing the Confidential Information to the Purchaser in addition to other valuable consideration, the receipt and sufficiency of which consideration is hereby acknowledged, the parties to this Agreement agree as follows:
Confidential Information
All written and oral information and materials disclosed or provided by the Seller to the Purchaser under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the Purchaser. Confidential Information will not include information that:
Obligations of Non-Disclosure
Except as otherwise provided in this Agreement, the Purchaser must not disclose the Confidential Information.
Except as otherwise provided in this Agreement, the Confidential Information will remain the exclusive property of the Seller and will only be used by the Purchaser for the Permitted Purpose. The Purchaser will not use the Confidential Information for any purpose which might be directly or indirectly detrimental to the Seller or any of its affiliates or subsidiaries.
The obligations to ensure and prevent the disclosure of the Confidential Information imposed on the Purchaser in this Agreement and any obligations to provide notice under this Agreement will survive the expiration or termination, as the case may be, of this Agreement and will continue for a period of two (2) years from the date of such expiration or termination. The Purchaser may disclose any of the Confidential Information:
The Purchaser agrees to retain all Confidential Information at its usual place of business and to store all Confidential Information separate from other information and documents held in the same location. Further, the Confidential Information is not to be used, reproduced, transformed, or stored on a computer or device that is accessible to persons to whom disclosure may not be made, as set out in this Agreement.
Non-Solicitation The Purchaser, its affiliates, subsidiaries and representatives will not, for a period of two (2) years, directly or indirectly solicit for employment or employ any person who is now employed or retained by the Seller or any affiliate of the Seller without the prior written consent of the Seller.
Non-Competition If the Transaction is not satisfactorily completed by the Parties, then:
- Other than with the express written consent of the Seller, which consent may not be unreasonably withheld, the Purchaser will not, for a period of two (2) years from the termination of this Agreement, be directly or indirectly involved with a business which is in direct competition with the business lines of the Seller that are the subject of this Agreement.
- For a period of two (2) years from the termination of this Agreement, the Purchaser will not divert or attempt to divert from the Seller any business the Seller had enjoyed, solicited, or attempted to solicit, from its customers, at the time the parties entered into this Agreement.
Ownership and Title Nothing contained in this Agreement will grant to or create in the Purchaser, either expressly or impliedly, any right, title, interest or license in or to the intellectual property of the Seller.
Remedies The Purchaser agrees and acknowledges that the Confidential Information is of a proprietary and confidential nature and that any disclosure of the Confidential Information to a third party in breach of this Agreement cannot be reasonably or adequately compensated for in money damages and would cause irreparable injury to the Seller. Accordingly, the Purchaser agrees that the Seller is entitled to, in addition to all other rights and remedies available to it at law or in equity, an injunction restraining the Purchaser, any of its personnel, and any agents of the Purchaser, from directly or indirectly committing or engaging in any act restricted by this Agreement in relation to the Confidential Information.
Notices In the event that the Purchaser is required in a civil, criminal or regulatory proceeding to disclose any part of the Confidential Information, the Purchaser will give to the Seller prompt written notice of such request so the Seller may seek an appropriate remedy or alternatively to waive the Purchaser's compliance with the provisions of this Agreement in regards to the request.
The address for any notice to be delivered to any of the parties to this Agreement is as follows:
InternetBltiz.net
sales@internetblitz.net
Gilbert, AZ 85233
Michael Eberhardt
Gilbert, AZ
Amendments
This Agreement may only be amended or modified by a written instrument executed by both the Seller and the Purchaser.
Governing Law
This Agreement will be construed in accordance with and governed by the laws of the State of Arizona.
General Provisions
The Seller and the Purchaser acknowledge that this Agreement is reasonable, valid and enforceable. However, if a court of competent jurisdiction finds any of the provisions of this Agreement to be too broad to be enforceable, it is the intention of the Seller and the Purchaser that such provision be reduced in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable, bearing in mind that it is the intention of the Purchaser to give the Seller the broadest possible protection against disclosure of the Confidential Information.
No failure or delay by the Seller in exercising any power, right or privilege provided in this Agreement will operate as a waiver, nor will any single or partial exercise of such rights, powers or privileges preclude any further exercise of them or the exercise of any other right, power or privilege provided in this Agreement.
This Agreement will inure to the benefit of and be binding upon the respective heirs, executors, administrators, successors and assigns, as the case may be, of the Seller and the Purchaser.
This Agreement constitutes the entire agreement between the parties and there are no further items or provisions, either oral or otherwise.
IN whereas the user hearby by checking the box on the purchase form agrees to all terms setforth in this agreement. |
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