(Version June 3, 2020)
This agreement (the “Agreement”) is entered into between Helpmeet Army™/Helpmeet Suitable™ (the “Client”) and the Individual (the “Undersigned”). Client and Individual desire to engage in discussions concerning participation and involvement in Helpmeet Army™ and Helpmeet Suitable™, the evaluation of potential improvements to the structure, organization, grammar, depth of Client’s Confidential Information, and other services to be performed by Individual for Client.
In consideration of each party's willingness to disclose its Confidential Information to the other, the party receiving Confidential Information ("Recipient") agrees as follows:
1. OBLIGATIONS. Recipient agrees to maintain the Confidential Information in confidence not to disclose it to anyone else, nor use it for Recipient’s own benefit or for the benefit of others without Disclosing Party’s prior written consent. Recipient shall not use the Confidential Information for any purpose other than the agreed upon purpose, unless otherwise approved by the Disclosing Party in writing. Notwithstanding the foregoing, Recipient may disclose the Confidential Information to those persons who have a need to know such Confidential Information and were approved in advance by Disclosing Party to receive the Confidential Information as set forth in this Agreement.
Recipient agrees not to disclose Confidential Information of other individuals (the “Disclosing Party”) that is shared through verbal or written communication on any of the Client’s platforms, programs or events without the consent of the Disclosing Party.
2. DEFINITION OF CONFIDENTIAL INFORMATION. For the purposes of this Agreement, Confidential Information shall include, but not be limited to: information or material that has or could have commercial value or other utility in the business in which the Disclosing Party is engaged, any business and financial information, correspondence, written or oral representations, videos, memoranda, reports, records, or other such conveyance of information which is clearly identified as being proprietary or confidential by Disclosing Party. Any report or other document produced by either party arising from the exchange of information by the parties as it relates to the Purpose shall be regarded as proprietary and confidential.
3. EXCLUSIONS FROM CONFIDENTIAL INFORMATION. Receiving Party’s obligations under this Agreement do not extend to information that is: (a) publicly known at the time of disclosure or subsequently becomes publicly known through no fault of the Receiving Party; (b) discovered or created by the Receiving Party before disclosure by the Disclosing Party; (c) learned by the Receiving Party through legitimate means other than from the Disclosing Party or Disclosing Party’s representatives; or (d) is disclosed by Receiving Party with Disclosing Party’s prior written approval.
4. DURATION. The requirements of maintenance of confidentiality of Confidential Information shall survive the termination of this Agreement, the Purpose, and any negotiations with respect thereto. If either party hereto determines that it does not wish to proceed with the business opportunity, at the request of the Disclosing Party, Recipient will (i) promptly deliver (or destroy), all of the Confidential Information delivered to Recipient, (ii) destroy any copies and summaries, (iii) retain no originals or copies of all of such documents or (iv) return to Helpmeet Army™/Helpmeet Suitable ™ upon demand.
5. COSTS AND EXPENSES. The parties shall perform their respective obligations hereunder without charge to the other party.
6. RIGHTS TO INTELLECTUAL PROPERTY. All information obtained is the property of Helpmeet Suitable™ and the Helpmeet Army™, including any written or verbal communications. No communicates may be reproduced, distributed, or transmitted in any form or by any means, including photocopying, recording, or other electronic or mechanical methods, without the prior written permission of the Client, except in the case of brief quotations embodied in critical reviews and certain other non-commercial uses permitted by copyright law. No license or conveyance of any rights to either party under any discoveries, inventions, patents, trade secrets, copyrights, or other form of intellectual property is granted or implied by the exchange of Confidential Information between the parties. Any and all documents produced or delivered by Helpmeet Army™/Helpmeet Suitable ™ to the Undersigned shall remain the property of the Helpmeet Army™/Helpmeet Suitable ™ and all copies thereof should be destroyed or returned to Helpmeet Army™/Helpmeet Suitable ™ upon demand.
7. NO REPRESENTATIONS. IN PROVIDING ANY CONFIDENTIAL INFORMATION HEREUNDER, NEITHER PARTY MAKES ANY REPRESENTATION, EITHER EXPRESS OR IMPLIED, AS TO ITS ADEQUACY, ACCURACY, SUFFICIENCY OR FREEDOM FROM DEFECT OF ANY KIND, INCLUDING FREEDOM FROM ANY PATENT, COPYRIGHT OR TRADEMARK INFRINGEMENT WHICH MAY RESULT FROM THE USE OF SUCH CONFIDENTIAL INFORMATION.
8. PUBLICITY. The Undersigned shall not publicly either announce or disclose the terms or conditions of this Agreement, or the fact that the aforementioned discussions regarding the Purpose are taking place or the nature of such discussions, without the prior written consent of Client. This provision shall survive any expiration, termination, or cancellation of this Agreement.
9. INJUNCTION/EQUITABLE RELIEF. Each party acknowledges that monetary damages may not be a sufficient remedy for unauthorized use or disclosure of Confidential Information and that in the event of a breach or threatened breach of this Agreement, the non-breaching party shall be entitled, without waiving any other rights or remedies, to seek injunctive or equitable relief.
10. APPLICABLE LAW AND DISPUTE RESOLUTION. This Agreement shall be governed by, construed, interpreted, and enforced in accordance with the laws of the State of Georgia, other than the conflicts of laws principles thereof. International Sale of Goods (CISG) shall not apply. The state or federal courts of Georgia shall have jurisdiction and venue over all controversies arising out of, or relating to, this Agreement.
11. GENERAL. Any notices given under this Agreement will be sent by email or posted on Helpmeet Army™/Helpmeet Suitable ™ social media platforms. This Agreement contains the entire understanding of the parties and supersedes all prior agreements between the parties with respect to the subject matter hereof. All obligations under this Agreement which by their nature extend beyond termination will survive termination and remain in effect, including without limitation all monetary obligations of either party to the other under this Agreement. The terms of this Agreement are proprietary and confidential. Neither party will disclose the terms of this Agreement except as required to perform its obligations hereunder. Neither party may assign this Agreement without the prior written consent of the other party. This Agreement can only be modified in writing by authorized representatives. Neither party’s failure to object to any document, communication, or act of the other will be deemed a waiver of any of the terms of this Agreement. The unenforceability of any of these terms or conditions will not affect the remainder of the terms or conditions. The relationship between Helpmeet Army™/Helpmeet Suitable ™ and the Undersigned will be that of independent contractors and the parties agree that this Agreement does not establish a joint venture, agency relationship, or partnership. Nothing contained in this Agreement will be construed to establish a relationship that would allow a party to make representations or warranties on behalf of another except as expressly set forth herein.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date of signature:
Intellectual Property Agreement
This Intellectual Property Agreement is entered into between Helpmeet Suitable™/Helpmeet Army™ and the undersigned as follows:
1. RIGHTS TO INTELLECTUAL PROPERTY. All information contained in the Bootcamp folders is the property of Helpmeet Suitable™/Helpmeet Army™. No part of the Helpmeet Suitable™ Bootcamp event, including any written or verbal communications, may be reproduced, distributed, or transmitted in any form or by any means, including photocopying, recording, or other electronic or mechanical methods, without the prior written permission of the owner, except in the case of brief quotations embodied in critical reviews and certain other non-commercial uses permitted by copyright law. No license or conveyance of any rights to either party under any discoveries, inventions, patents, trade secrets, copyrights, or other form of intellectual property is granted or implied by the exchange of Confidential Information between the parties. Any and all documents produced or delivered by Helpmeet Army™/Helpmeet Suitable™ to participants shall remain the property of the Helpmeet Army™/Helpmeet Suitable™ and all copies thereof shall be returned to Helpmeet Army™/Helpmeet Suitable™ upon demand.
2. APPLICABLE LAW AND DISPUTE RESOLUTION. This Agreement shall be governed by, construed, interpreted, and enforced in accordance with the laws of the State of Georgia, other than the conflicts of laws principles thereof. The UN Convention on Contracts for the International Sale of Goods (CISG) shall not apply. The state or federal courts of Georgia shall have jurisdiction and venue over all controversies arising out of, or relating to, this Agreement.
By signing henceforth, I agree to this Intellectual Property Agreement.