WELCOME 

. . .to the first step in becoming an exclusive Club 1 member, where you will be in the company of an elite, hand-selected group of your peers, all of whom have discerning taste and appreciate confidentiality, just like you. 

At Club 1, we take privacy and confidentiality of our members, our employees and our own intellectual property very seriously therefore we ask that you please complete and execute the following Non-Disclosure and Confidentiality Agreement. After hitting submit, you will be taken to our Club 1 membership application.

The Recitals

WHEREAS, the Parties intend to engage in discussions about a possible future collaboration in relation to Club 1’s business of providing club memberships to its clients (“the Purpose”);

WHEREAS, in connection with such discussions, the “Disclosing Party” intends to disclose certain information to the “Receiving Party” in oral, textual, visual, and/or tangible form;

NOW THEREFORE the Parties agree that they will each receive and use such information under the terms and conditions of this confidentiality agreement (“the Agreement”).

1.     Confidential Information:

Throughout this Agreement, the term “Confidential Information” refers to any data or information of the “Disclosing Party,” whether tangible or intangible, disclosed by the “Disclosing Party” or “Receiving Party” comes to know during the provision of such Services, disclosed whenever and however, including, but not limited to:

a.     Lists of papers pertaining to the products, designs, prices or instructions required,

b.     Business plans, methods, and practices of “Disclosing Party,”

c.     Lists of personnel, employees, customers, and suppliers,

d.     Dealing with a certain/other clients or employees,

e.     Inventions, processes, methods, products, patent applications, and other proprietary rights,

f.      Any specifications, drawings, sketches, models, samples, tools, computer programming, technical data, or other relevant information, and

g.     Any additional information related to the business or memberships completed by “Receiving Party.”

All of the foregoing information, whether oral or written, furnished to the “Receiving Party” by the “Disclosing Party” or any of its representatives, as well as analyses, compilations, notes of conversations, calls, emails, shared in any other manner, and other documents prepared for or by the “Receiving Party,” are considered Confidential Information.

2.     Use of Confidential Information:

Except as expressly provided in this Agreement, the receiving party (“Receiving Party”) shall not disclose the Confidential Information of the party that disclosed it (“Disclosing Party”) to anyone, including the Disclosing Party’s employees, workers, staff, coworkers, additional representatives, partners, associates, affiliated businesses, and affiliates, without the Disclosing Party’s prior written consent. Further, the “Receiving Party” shall not use, or permit others to use, Confidential Information to compete, directly or indirectly with or against the “Disclosing Party”, including but not limited to solicitation of the “Disclosing Party’s customers, clients or students, or for any purpose other than for evaluation or pursuit of the Transaction or relationship. The “Receiving Party” shall take all reasonable measures to avoid disclosure or dissemination of Confidential Information, including, at a minimum, those measures it takes to protect its own confidential information of a similar nature.

3.     Period of Confidentiality:

For an indefinite period following the Effective Date, the "Receiving Party," its employees, agents, and/or sub-contractors shall protect and keep Confidential Information strictly confidential and shall not disclose it to any third party other than its personnel on a need-to-know basis, nor use it for any purpose other than those set forth in this Agreement. To prevent unauthorized use, disclosure, or dissemination of Confidential Information, the “Receiving Party” agrees to use reasonable care, but not less than the same degree of care, precaution, and safeguards that it uses to protect its own confidential and proprietary information of comparable importance.

4.     Non-Competition:

Receiving Party agrees that, in the event of relationship termination with Disclosing Party, for a period of fifteen (15) months following the termination of this business relationship, the Receiving Party will not, directly or indirectly, or as a partner, joint venturer, officer, director, employee, consultant, agent, independent contractor, stockholder, or other owner of any entity or business, without the Disclosing Party's consent engage in any business that is directly competitive with the Disclosing Party's business in any territory in which the Company is doing business at the time of the termination of such relationship, including any line of business that the Disclosing Party and its subsidiaries are doing as of the Effective Date.

5.     Breach of this Agreement:

·       The “Receiving Party” acknowledges that the use or disclosure of any Confidential Information may result in legal action in a court of competent jurisdiction in the State of Oregon, and that the “Disclosing Party” shall be entitled to an injunction prohibiting the use or disclosure of the Confidential Information.

·       The “Receiving Party” acknowledges and agrees that if the “Receiving Party” or any affiliate, employee, or representative of the “Receiving Party” causes harm, loss, cost, or expenditure to the “Disclosing Party,” the “Receiving Party” will be held liable and will compensate the “Disclosing Party.”

·       The “Receiving Party” understands and accepts that the use or disclosure of Confidential Information may cause the “Disclosing Party” irreparable damage, and the “Disclosing Party” has the right to seek legal action in the form of injunctive or equitable relief in addition to monetary remedies. This may be in addition to any other remedy, penalty, or claim provided by law.

6.     Return of Confidential Information

The “Receiving Party” promptly shall return all tangible material embodying Confidential Information of the “Disclosing Party” (in any form and including, without limitation, all summaries, copies and excerpts of Confidential Information) upon the earlier of following;

a.     the completion or termination of the dealings between the Parties, and

b.     the Disclosing Party’s written request. The obligations of the Receiving Parties under this Agreement shall survive the return of any Confidential Information.

7.     Governing Law and Jurisdiction

This Agreement shall be governed by the laws of the State of Oregon, and the courts of Eugene shall have exclusive jurisdiction over any issues arising out of this Agreement, regardless of its choice of law provisions. If any provision of this Agreement is determined to be illegal under any applicable law, the illegality of that provision shall not affect any other term of this Agreement that can be given effect in the absence of the defective provision. All terms and conditions of this Agreement are deemed enforceable to the greatest degree permitted by applicable law, and the court is urged to reform any and all terms and conditions to give them such effect, if necessary.

8.     Agreement in Its Entirety; Amendment

This Agreement constitutes the entire agreement between the parties relating to the matters discussed in this Agreement and may be amended or modified only with the mutual written consent of the parties.

9.     Binding Effect

This Agreement shall be binding upon the parties hereto and their respective Affiliates, assigns, subsidiaries, parents, and successors. This Agreement may not be assigned by a party without the prior written consent of the other parties, which consent may be withheld in its sole and absolute discretion.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed the day and year first above written;