General Provisions
1. Time is of the essence in this Agreement. This Agreement may be executed in counterpart. Headings are inserted for the convenience of the parties only and are not to be considered when interpreting this Agreement. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa. The clauses, paragraphs, and subparagraphs contained in this Agreement are intended to be read and construed independently of each other. If any part of this Agreement is held to be invalid, this invalidity will not affect the operation of any other part of this Agreement. Phrasing and wording of definitions and clauses will not hold the agreement to be invalid.
2. (Student) is liable for all costs, expenses and expenditures including, and without limitation, the complete legal costs incurred by the “company” in enforcing this Agreement as a result of any default of this Agreement by the Student.
3. The (Company) and the (student) acknowledge that this Agreement is reasonable, valid and enforceable. However, if a court of competent jurisdiction finds any of the provisions of this Agreement to be too broad to be enforceable, it is the intention of the (Company) and the “ Student” that such provision be reduced in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable, bearing in mind that it is the intention of the student to give the “ company” the broadest possible protection to maintain the confidentiality of the Confidential Information.
4. No failure or delay by the Client in exercising any power, right or privilege provided in this Agreement will operate as a waiver, nor will any single or partial exercise of such rights, powers or privileges preclude any further exercise of them or the exercise of any other right, power or privilege provided in this Agreement.
5. This Agreement will inure to the benefit of and be binding upon the respective heirs, executors, administrators, successors and assigns, as the case may be, of the (Student) and the (Company). This Agreement constitutes the entire agreement between the parties and there are no further items or provisions, either oral or otherwise.
Project:
Any online or in person courses offered by UCP GROUP (the company) or its affiliates associated including but not limited to UCP. In any location the courses or training is offered .
Purpose:
This agreement, effective as of, constitutes an agreement regarding certain confidential and proprietary information and trade secrets (“Confidential Information”) related to the business of Up Close and Personal Group Ltd (UCP) LLC, located at 85 Great Portland Street, First Floor, London, W1W 7LT, represented by its authorized signatory Mr. Criss Watts (collectively referred to as the “Parties”).
For the purpose of this agreement, UCP will be referred to as the “Disclosing Party” and as the “Recipient”.
Non-Compete:
During the 24 month term of this agreement, the Recipient shall not represent, provide services for, or engage in trading or using Up Close and Personal Group Ltd material, techniques, or program designs for any purpose other than personal usage in the intended qualification undertaken, without the clear written consent of the “Disclosing Party”. The Recipient also agrees not to engage in any similar business related to security training with UCP’s current or former clients, directly or indirectly, for a period of 24 months following the termination of this agreement.
Confidential Information:
Confidential Information includes all technical and non-technical information provided by the Disclosing Party, such as data, proprietary information, plans, methods, processes, know-how, program specifications, marketing methods, or any other subject matter pertaining to the business of the “Disclosing Party” or its clients, consultants, or licensees disclosed to the Recipient under the terms of this Agreement.
Permitted Disclosure:
Confidential Information does not include information that has become generally known to the public through no wrongful act by the Recipient, has been rightfully received by the Recipient from a third party without restriction on disclosure, has been approved for release to the general public by written authorization of the Disclosing Party, or has been disclosed pursuant to the requirement of a governmental agency or a court of law without similar restrictions or other protections against public disclosure.
This agreement represents the entire understanding between the Parties and supersedes all prior negotiations, understandings, and agreements. Any modification of this agreement must be in writing and signed by both Parties.
Return of Materials:
Upon termination or expiration of the Agreement, or upon written request of the “Disclosing Party”, the Recipient shall promptly return to the “Disclosing Party” all documents and other tangible materials representing the “Disclosing Party's Confidential Information and all copies thereof. The “Disclosing Party'' shall notify the Recipient immediately upon discovery of any loss or unauthorized disclosure of the Confidential Information.
Remedies:
Should the Recipient breach any of the provisions of this Agreement by unauthorized use of UCP Hostile Awareness Material and its training techniques to any unauthorized third party or use it for self-benefit to the “Disclosing Party's detriment or damage, the Recipient agrees to reimburse the “Disclosing Party” for any loss or expense incurred by the “Disclosing Party” as a result of such use or unauthorized disclosure or attempted disclosure, including without limitation court costs and reasonable attorney’s fees incurred by the “Disclosing Party'' in enforcing the provisions hereof.
Choice of Law:
This Agreement shall be governed by and construed in accordance with the laws of the State of California without reference to its conflicts of laws principles. Any disputes arising from or related to the subject matter of this Agreement shall be heard in a court of appropriate jurisdiction in California USA or any other court of jurisdiction that the “Parties” see fit to proceed in any domestic or international courts and the parties hereby consent to the personal jurisdiction and venue of these courts. If any provision of this Agreement or its application is held to be invalid, illegal, or unenforceable in any respect, the validity, legality, or enforceability of any other provisions and applications herein shall not in any way be affected or impaired.
Entire Agreement:
This Agreement is the entire agreement of the parties. This Agreement may be modified only by a subsequent written agreement signed by both parties hereto. Witness Whereof, the undersigned parties have executed this Non-Compete/Non-Disclosure Agreement as of the Effective Date, by their duly authorized representatives.