This AGREEMENT ("Agreement"), the effective date {date}, is entered into by and between Derek Louw and the Consumer Information Accountability Advocates through Decentralized Autonomous Organization (CIAA) and / or any of its affiliate clients (“Disclosing Party”) and{name} “Receiving Party” and their respective employees, partners, principals, agents, affiliates, clients, assigns, parents and subsidiaries, and are each referred to herein collectively as "Party or Parties''. "Disclosing Party'' and "Receiving Party" and shall include each Parties’ respective directors, officers, agents and employees ("Affiliates"); and the rights and obligations of the parties hereto therefore also shall inure to such Affiliates and may be enforced directly by or against such Affiliates.
WHEREAS, the Parties will disclose certain confidential and proprietary information (“Confidential Information”), as defined in section 1 below, to each other in the course of discussions contemplating certain business transactions;
THEREFORE, as an express condition to each Party disclosing Confidential Information to the other Party and in consideration of the mutual promises and covenants herein, the Parties agree as follows:
1. Definitions. For purposes of this Agreement, Confidential Information shall mean all information and any idea in whatever form, tangible or intangible, whether disclosed to or learned by the Receiving Party, pertaining in any manner to the business of the Disclosing Party, or to the Disclosing Party's Affiliates, whether in written, oral, encoded, graphic, electronic or in any other tangible or intangible form, and whether or not labeled as confidential by the Disclosing Party or otherwise provided by the Disclosing Party. Confidential Information includes, without limitation, the following: (a) techniques, employee suggestions, development tools and processes, computer printouts, computer programs and code; (b) information about costs, profits, markets and sales; (c) plans for future development and new product concepts client information, attorney work product, and strategies; and (d) all documents, books, papers, drawings, models, sketches, and other data of any kind and description, including electronic data recorded or retrieved by any means, that have been or will be given to the Receiving Party by the Disclosing Party, as well as written or verbal instructions or comments; (e) information about media concepts, development, production sales and marketing including but not limited to: television, movie, radio, written publication, electronic publication and social media, costs, profits, markets and sales arising out of said confidential information; and (f) the identities of Principals, Partners, Team-members, Affiliates, and Contractors.
The term "Receiving Party" shall mean the Party receiving Confidential Information. The term “Disclosing Party” shall mean the Party disclosing Confidential Information.
2. Confidentiality. The Receiving Party shall hold all Confidential Information in strict confidence and shall not disclose any Confidential Information to any third party, without the prior written approval of the Disclosing Party.
The Receiving Party shall disclose Confidential Information only to employees or contractors who:
Need to know such information to evaluate the possible business transaction with the party disclosing such Confidential Information (the "Disclosing Party"),
and who have signed agreements that obligate them to treat Confidential Information as required under this Agreement.
The Receiving Party shall not use any Confidential Information for any purpose except to evaluate a possible business transaction between the parties or to execute appropriate responsibilities when under contract for services to the Disclosing Party. The Receiving Party shall take all reasonable measures to protect the confidentiality and avoid the unauthorized use, disclosure, publication, or dissemination of Confidential Information; and that such measures shall be no less stringent than measures taken to protect its own confidential and proprietary information. Each Party agrees that it will not interfere with any business of the other Party through the use of any Confidential Information acquired hereunder nor use any Confidential Information for its own account. The Receiving Party acknowledges that the Disclosing Party is neither responsible nor liable for any business decisions made by the Receiving Party in reliance upon any Confidential Information disclosed pursuant hereto.
3. Permitted Disclosures. The obligation of confidentiality shall not apply with respect to any particular portion of information if: (i) it is in the public domain at the time of the Disclosing Party's communication thereof to the Receiving Party; or (ii) it entered the public domain through no fault of the Receiving Party subsequent to the time of the Disclosing Party's communication thereof to the Receiving Party; or (iii) it was in the Receiving Party's possession, free of any obligation of confidence prior to the time of the Disclosing Party's communication thereof to the Receiving Party; or (iv) it was rightfully communicated to the Receiving Party free of any obligation of confidence subsequent to the time of the Disclosing Party's communication thereof to the Receiving Party; (v) such information was developed by employees or agents of the Receiving Party, independently of and without reference to the information and the Receiving Party has evidence of such independent development.
4. Return and Destruction of Confidential Information. Within ten (10) days following either a request from the Disclosing Party or the completion of business dealings between the parties hereto, the Receiving Party will deliver to the Disclosing Party all tangible copies of the Confidential Information including but not limited to magnetic or electronic media containing the Confidential Information, note(s) and paper(s) in whatever form containing the Confidential Information or parts thereof, and any copies of the Confidential Information in whatever form, and permanently destroy all non-tangible forms of the Confidential Information. The Disclosing Party, at its sole option, may request in writing that the Receiving Party will certify in writing to the Disclosing Party that the Confidential Information has been completely destroyed within ten (10) days of the notice from the Disclosing Party.
5. Use. The Receiving Party agrees to use the Confidential Information only for the purposes of evaluating the possibility of a future collaboration between the parties and in connection with such future collaboration. The Receiving Party agrees to restrict disclosure of the Confidential Information solely to its employees and agents who have a need to know such Confidential Information and to advise such persons of their obligations of confidentiality and non-disclosure hereunder. Further, the Receiving Party shall not disclose the Confidential Information to third parties, including independent contractors or consultants, without the prior express written consent of the Disclosing Party, and shall advise such third parties of their obligations of confidentiality and non-disclosure hereunder. The Receiving Party agrees to use reasonable means, not less than those used to protect its own proprietary information, to safeguard the Confidential Information.
6. Non-circumvention. The Receiving Party and its Affiliates, separately and individually, will not make any effort to circumvent the terms of this Agreement in an attempt to gain the benefits or considerations granted to it under this Agreement. The Receiving Party and its Affiliates shall not take any actions to indirectly gain the benefits of the Confidential Information, including but not limited to (a) contracting directly with any party that the Disclosing Party has identified as having access to the Confidential Information; (b) contracting with any present or future Affiliate, employee, agent or independent contractor of Disclosing Party; (c) approaching or contracting directly with any financial institution, lender or individual introduced by Disclosing Party for any purpose without prior written consent of the Disclosing Party.
7. Intellectual Property Rights. The property and ownership of all Intellectual Property Rights in any Confidential Information imparted to the Receiving Party under this Agreement shall belong exclusively to the Disclosing Party or its third party licensor(s). Intellectual property developed by contractors or employees will remain confidential and the sole property of the Disclosing Party. The Receiving Party shall not in any way communicate information relating to such Confidential Information to any third party at any time without consent of the Disclosing Party.
8. Remedies. The Receiving Party agrees that the unauthorized disclosure or use of Confidential Information will cause irreparable harm and significant injury to the Disclosing Party, which will be extremely difficult to estimate or ascertain, thus, making any remedy at law or in damages inadequate and entitling the Disclosing Party to injunctive relief. This right to injunctive relief shall be in addition to any other remedy available to the Disclosing Party in law or equity.
9. Ownership of the Information. Each of the Parties hereto retains title to its respective Confidential Information and all copies thereof. The Receiving Party hereby acknowledges that the Confidential Information is proprietary to the Disclosing Party. Further, each party represents that it has no agreement with any other party that would preclude its compliance with this Agreement.
10. Survival. The Parties’ obligations set forth herein shall survive the termination of this Agreement and shall continue in full force and effect at all times.
11. Successors and Assigns. This Agreement shall be binding upon and for the benefit of the Parties, their Affiliates, and their respective successors and assigns. Failure to enforce any provision of this Agreement shall not constitute a waiver of any term hereof.
12. Governing Law and Exclusive Forum Selection. This Agreement shall be governed by and construed in accordance with the laws of the State of Wyoming. Any claim, dispute or action arising out of or relating to this Agreement shall be brought exclusively in the Superior Court of Wyoming. The Parties hereby agree to submit to the jurisdiction of the Superior Court of Wyoming and hereby waive all challenges to the jurisdiction of that court.
13. Entire Agreement. This Agreement expresses the full and complete understanding of the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous proposals, agreements, representations and understandings, whether written or oral, with respect to the subject matter. This Agreement shall be construed as to its fair meaning and not strictly for or against either party. The headings hereof are descriptive only and not to be construed in interpreting the provisions hereof.
14. Counterparts. This Agreement may be signed in counterparts, which together shall constitute one agreement.
Receiving Party has executed this Agreement as of the date first written below.
{signature}