This Nondisclosure Agreement (the "Agreement") is entered into by and between , ("The Creator") and , ("The Patron") for the purpose of preventing the unauthorized disclosure of Confidential Information as defined below. The parties agree to enter into a confidential consensual membership, which involves the disclosure of certain confidential information ("Confidential Information"
1. Definition of Confidential Information. For purposes of this Agreement, "Confidential Information" shall include any and all information, material, video, film, photos, media, or other files that are exchanged between the Creator and Patron. If Confidential Information is in written form, the Creator shall label or stamp the materials with the word "Confidential" or some similar warning. If Confidential Information is transmitted orally, the Patron will presume such oral communication constituted Confidential Information unless otherwise expressed in written form by the Creator. Confidential also includes all interaction and engagement between the Creator and Patron.
2. Exclusions from Confidential Information. The Patron’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 Patron; (b) is disclosed by the Patron via a formal review of the Creator’s services; or (c) is otherwise disclosed by the Patron with the Creator’s prior written approval.
3. Obligations of the Patron. The Patron shall hold and maintain the Confidential Information in strictest confidence for the sole and exclusive benefit of the Creator. The Patron does not have the authority to provide access to Confidential Information to any persons, organizations or third parties. The Patron shall not, without the prior written approval of the Creator, use for the Patron’s benefit, publish, copy, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of the Creator, any Confidential Information. ThePatron shall destroy any and all records, notes, and other written, printed, or tangible materials in their possession pertaining to Confidential Information immediately if the Creator requests it in writing.
4. Time Periods. The non disclosure provisions of this Agreement shall survive the termination of this Agreement and the Patron’s duty to hold Confidential Information in confidence shall remain in effect until the Confidential Information no longer qualifies as a secret or until the Creator sends the Patron written notice releasing the Patron from this Agreement, whichever occurs first.
5. Relationships. Nothing contained in this Agreement shall be deemed to constitute either party a partner, joint venture or employee of the other party for any purpose.
6. Severability. If a court finds any provision of this Agreement invalid or unenforceable, the remainder of this Agreement shall be interpreted so as best to affect the intent of the parties.
7. Integration. This Agreement expresses the complete understanding of the parties with respect to the subject matter and supersedes all prior proposals, agreements, representations, and understandings. This Agreement may not be amended except in writing signed by both parties.
8. Waiver. The failure to exercise any right provided in this Agreement shall not be a waiver of prior or subsequent rights.
This Agreement and each party's obligations shall be binding on the representatives, assigns and successors of such party. Each party has signed this Agreement through its authorized representative.