Non-Disclosure Agreement
This Non-Disclosure Agreement (the “NDA”) is made effective as of today (the “Effective Date Below”), by and between Self Manage Caring (the “Owner”), a private member association located on the continent of Australia / AUSTRALIA and Member, a private sentient being, child of God located on the land of earth. Whereas both parties to this NDA are located outside the jurisdiction of the Australia / AUSTRALIA.
Whereas information will be disclosed to Recipient for the purpose of facilitating operations of managing recipient’s private business affairs.
Whereas 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, whether or not owned or developed by the Owner, which is not generally known other than by the Owner, and which the Recipient may obtain through any direct or indirect contact with the Owner including but not limited to emails, phone conversations, conference calls, social media communications, audio recordings,
recorded and/or live-stream videos or webinars or other broadcasts or telecasts, downloads, written work product, documents, templates, exemplars, samples, and all other media and property created by Owner.
Regardless of whether specifically identified as confidential or proprietary, Confidential Information shall include any information provided by the Owner and information of the
Owner and any third party with which the Owner deals, including, without limitation, documents, templates, research, management templates, trust document templates, private membership association templates, correspondence samples and templates, educational information regarding government accounts, general executor status, access to exemption accounts, use of exemption accounts, set-off, private commercial instruments, commercial processes, estate processes, legal system processes, all other processes, procedures, protocols, contracts, financial institution information and intellectual property shared by the Owner that is not public knowledge or publicly published. The nature of the information and the manner of disclosure are such that
a reasonable person would understand it to be confidential. Confidential information shall include any information that could cause a negative public reaction and disrupt the public peace and/or place the business of government at risk.
A. “Confidential Information” does not include:
B. matters of public knowledge that result from disclosure by the Owner;
C. information rightfully received by the Recipient from a third party without a duty of confidentiality;
D. information independently developed by the Recipient;
E. information disclosed by operation of law;
F. information disclosed by the Recipient with the prior written consent of the Owner;
G. 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 that the Confidential Information is a valuable, special and unique asset of the Owner which provides the Owner with a significant 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:
A. No Disclosure
The Recipient will hold the Confidential Information in confidence and will not disclose the Confidential Information to any person or entity be they natural or artificial, public or private, by telephone, fax, copy, email, broadcast or publication in any media or social media platform, picture, conversation, or any writing, recording, electronic file or transfer of information on or by any medium without the prior written consent of the Owner.
B. No Copying/Modifying
The Recipient will not copy or modify any Confidential Information without the prior written consent of the Owner.
C. 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.
III. UNAUTHORIZED DISCLOSURE OF INFORMATION – INJUNCTION
If it appears that the Recipient has disclosed (or has threatened to disclose) Confidential Information in violation of this NDA, 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 for losses and damages. The Recipient further agrees to an injunction by private arbitration by operation of law for any improper disclosure.
IV. NON-CIRCUMVENTION
For one (1) year after termination of Recipient’s Membership in Refocus Foundation, if any, or for two (2) years after the date of execution of this NDA, whichever is greater, the Recipient will not attempt to do business with, or otherwise solicit any business contacts found or otherwise referred by Owner to Recipient, or use any information or intellectual property supplied by the Owner, 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 NDA 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 ten (10) days of receipt of the request.
VI. RELATIONSHIP OF PARTIES
Neither party has an obligation under this NDA to purchase any service or item from the other party, or commercially offer any products using or incorporating the Confidential Information. This NDA does not create any agency, partnership, or joint venture. A party to this NDA that is a public agent binds the public office for which he or she holds agency for any breach of this NDA in service to their office.
VII. NO WARRANTY
The Recipient acknowledges and agrees that the Confidential Information is provided on an “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, document or template 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 AUTHORIZATION TO USE
The Recipient shall not acquire any intellectual property rights under this NDA except the limited authorization to use as set forth above. The Recipient acknowledges that, as between the Owner and the Recipient, the Confidential Information and all related common law and/or registered copyrights and other intellectual property rights, are (and at all times will be) the property of the Owner, excepting any property including documents granted to the Recipient for Recipient’s private use, 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 NDA.
IX. INDEMNITY
Each party agrees to defend, indemnify, and hold harmless the other party and its officers, directors, interest holders, trustees, agents, affiliates, distributors, representatives, and employees from any and all third party (including government agencies not a party to this private NDA or any private agreement between the parties) claims, demands, liabilities, costs and expenses, including reasonable attorney fees,
costs and expenses resulting from the indemnifying party’s material breach of any duty, representation, or warranty under this NDA.
X. ASSOCIATED FEES
In any legal action between the parties concerning this Privacy Agreement, the prevailing party shall be entitled to recover reasonable legal fees and costs.
XI. TERM
The obligations of this Privacy Agreement shall survive for (1) year after termination of Recipient’s Membership in Refocus Foundation Refocus Foundation, if any, or two (2) years from the signature date of this Privacy Agreement or until the Owner sends the Recipient written notice releasing the Recipient from this Privacy Agreement. After that, the Recipient must continue to protect the Confidential Information that was received during the term of this Privacy Agreement from unauthorized use or disclosure.