This Non-Disclosure Agreement (“Agreement”) is made and entered into this day of {pleaseEnter98} (the “Effective Date”) and governs the disclosure of information by and between {pleaseEnter99} (“Member”) and Diamonds on the Green, LLC. for the purpose of pursuing a business relationship.
The Parties hereby agree as follows:
1. **Definition of Confidential Information:** "Confidential Information" refers to any non-public information, in any form, including but not limited to technical, developmental, marketing, sales, operating, performance, cost, know-how, business plans, processes, databases, software licenses, applications, written code, logs, and graphical art shared with the Recipient. The Disclosing Party may, though not required, label written Confidential Information as "Confidential" or equivalent. For oral disclosures, the information must be marked as confidential at the time of disclosure, followed by a written summary within thirty (30) days of the initial disclosure.
2. **Use and Protection of Confidential Information:** The Recipient agrees to use Confidential Information solely for the business purpose stated in this Agreement. The Recipient shall protect the Confidential Information with the same degree of care as their own, but no less than a reasonable degree of care. Confidential Information may only be shared with employees, agents, consultants, or contractors who need to know, provided they are bound by agreements ensuring confidentiality. The Recipient agrees to access Confidential Information only when necessary for emergencies or resolving serious issues. At the Disclosing Party’s request, the Recipient shall return or certify the destruction of all Confidential Information. Both parties must notify each other of any unauthorized disclosure or loss of Confidential Information.
3. **Ownership and Disclaimer:** All rights, titles, and interests in the Confidential Information remain with the Disclosing Party or its licensors. No rights or licenses are granted under patents, copyrights, trademarks, or trade secrets. All Confidential Information is provided "as is," with no warranties implied or expressed, including non-infringement, accuracy, completeness, or performance.
4. **Exclusions:** The obligations regarding Confidential Information do not apply to information that: (a) becomes publicly known through no fault of the Recipient, or (b) is received lawfully from a third party without any confidentiality obligations.
5. **Remedies for Breach:** If the Recipient breaches this Agreement, or if a breach appears imminent, the Disclosing Party may pursue all legal and equitable remedies, including reasonable attorney fees. If Confidential Information is sought by a third party (e.g., via subpoena), the Recipient must notify the Disclosing Party in time to allow them to challenge the disclosure.
6. **Governing Law:** This Agreement shall be governed by the laws of the states where Diamonds on the Green Chapters are established. Amendments to this Agreement must be made in writing and signed by authorized representatives of both Parties. This Agreement takes precedence over any conflicting agreements between the Parties concerning the subject matter herein.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.
Member Name: {pleaseEnter99}
Date: {pleaseEnter98}
____________________________________________________________
Sharron D. Christian
Founder/CEO
Diamonds on the Green, LLC
Date: {pleaseEnter98}