We are dedicated to guiding individuals from fear to freedom and want the world to know how easy it can be. If you have a fear you want to overcome, contact us now!
We are dedicated to guiding individuals from fear to freedom and want the world to know how easy it can be. If you have a fear you want to overcome, contact us now!
CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT
This CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT (“Agreement”) is effective as of __________, 2022 by and between Kalliope Barlis having its principal place of business located at 45-12 46th Street, #213, Sunnyside, N.Y. 11104 (“Disclosing Party”), and __________________________ (“Receiving Party”). Disclosing Party and Receiving Party (and their respective agents, members, employees, representatives, affiliates and subsidiaries) may be referred to herein individually as a “Party”, and, collectively, as the “Parties.”
WHEREAS, Disclosing Party and Receiving Party for their mutual benefit, desire to enter into a business relationship, in the context of which Disclosing Party may disclose Confidential Information (as defined below) to the Receiving Party, or the Receiving Party may gain access to or obtain Confidential Information from Disclosing Party; and
WHEREAS, the Parties desire to protect the confidentiality of Confidential Information;
NOW, THEREFORE, in consideration of the promises and covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties do hereby agree as follows:
1. Confidential Information and Confidentiality Obligations.
(a) The Receiving Party agrees to maintain in strictest confidence all information provided by Disclosing Party to the Receiving Party, or information obtained by Receiving Party in the context of the Parties’ relationship, including, without limitation, the following: the terms and conditions of all information, plans, reports, materials, analyses or other documents, business, financial, tax and legal information, business plans and strategies, client, customer and supplier lists and information, product and services information, marketing plans, campaigns and strategies, pricing policies, intellectual property rights, copyright, trademarks, service marks, logo marks, trade names, patents, designs, trade secrets, whether such information is written or oral, (collectively, the “Confidential Information”).
(b) The Receiving Party agrees that it and its Permitted Persons (as defined below) shall not, directly or indirectly, voluntarily or involuntarily, disclose, communicate, or otherwise divulge to any person or entity (other than the officials, employees, agents, counsel, accountants and other advisors of Receiving Party who need to know such information in connection with providing their services in relation to the business relationship between the Parties (“Permitted Persons”)) any Confidential Information without the prior written consent of Disclosing Party. Confidential Information shall not include any information (i) generally available to the public or that is otherwise publicly known, (ii) that was in Receiving Party’s possession prior to disclosure by Disclosing Party, (iii) is independently developed for or by Receiving Party, (iv) or is approved for release by written authorization of Disclosing Party. Confidential Information may be disclosed if required pursuant to law or legal or court proceeding.
(c) Receiving Party shall not disclose, at any time, either directly or indirectly, in any manner whatsoever, to any person or organization (including, without limitation, any governmental agency and/or members of the press and media) any Confidential Information provided by Disclosing Party, unless such disclosure is required to comply with an authorized order from a court or governmental authority of competent jurisdiction. Receiving Party shall not give interviews, write articles or books, take any photographs, disclose any communications, make any audio or audio-visual recordings, post any information on social media, appear in any film, television or on-line program or act as a source for same, or otherwise disseminate any Confidential Information provided by Disclosing Party, except as permitted in this Section 1.
(d) The Receiving Party agrees to take all precautions necessary to maintain in confidence all Confidential Information and to safeguard all Confidential Information from disclosure to any person or entity other than its Permitted Persons, it being understood that such Permitted Persons shall be informed by Receiving Party of the confidential nature of such information and agrees to treat such information confidentially. Receiving Party further agrees to limit its use of the Confidential Information only for the purpose of complying with its obligations under the Parties’ business relationship, and that neither it nor any of its Permitted Persons shall use any Confidential Information for the benefit of itself or any third party.
(e) Receiving Party shall indemnify and hold Disclosing Party harmless from and against any and all damages, costs, expenses, obligations and any other liabilities, including, without limitation, reasonable attorneys’ fees, which Disclosing Party may incur by reason of any proceeding or claim or cause of action arising out of the unauthorized dissemination of the Confidential Information by Receiving Party to a third party or for any other reason.
2. Return of Confidential Information.
Receiving Party acknowledges that all Confidential Information is and shall remain the exclusive property of Disclosing Party. Immediately upon written request of Disclosing Party, Receiving Party shall return to Disclosing Party all of the Confidential Information in its possession and any and all data, reports, records, plans, policies, applications and other papers, articles or materials (including any and all photocopies thereof) based thereon and will not retain any copies, including electronic, of any of the foregoing, except as otherwise expressly permitted by Disclosing Party in writing. Notwithstanding any return of information or other material, Receiving Party will continue to be bound by the confidentiality obligations set forth in this agreement.
3. Term.
Except as otherwise provided herein, the Parties’ obligations under this Agreement shall terminate upon the earlier to occur of (i) three (3) years from the date hereof; or (ii) the execution and delivery by the Parties hereto (or their affiliates) of another agreement containing superseding confidentiality provisions, except that with respect to information qualifying as trade secrets under applicable law, the Receiving Party’s obligation shall continue until such information becomes generally known.
4. Miscellaneous.
(a) Nothing contained in this Agreement shall be construed, by implication or otherwise, as an obligation on the part of either Party to enter into any future agreement with the other.
(b) In the event that any court shall determine that any provision of this Agreement is invalid, such determination shall not affect the validity of any other provision of this Agreement, which shall remain in full force and effect and shall be construed so as to be valid under applicable law.
(c) This Agreement shall be binding upon and inure to the benefit of all Parties hereto and to each of their respective successors and assigns. Neither Party may assign, pledge, delegate, subcontract or otherwise transfer any of its rights or obligations under this Agreement. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflict of law principles, and each party consents to personal jurisdiction in the State of New York.
(d) Receiving Party acknowledges that Disclosing Party makes no representation or warranty as to the accuracy or completeness of the Confidential Information. Receiving Party agrees that Disclosing Party shall have no liability to Receiving Party as a result of Receiving Party’s reliance on the Confidential Information, it being understood and agreed that only those particular representations and warranties by Disclosing Party in a definitive agreement, when, as and if executed, and subject to such limitations and restrictions as may be specified in such definitive agreement, shall have any legal effect with respect thereto. Receiving Party hereby agrees that in no event will Receiving Party have or assert any claims whatsoever against Disclosing Party relating to or in any way connected with the subject matter of this Agreement.
(e) No waiver, modification or amendment of this Agreement or of any provision thereof shall be binding, effective or enforceable unless in writing and signed by the Party to be charged. Neither the failure nor the delay of any Party to exercise any right under this Agreement on one or more occasions shall constitute or be deemed a waiver of such breach or right, and no waiver given by any Party shall be construed as a continuing waiver of such provision or of any other or subsequent breach hereof.
(f) This Agreement sets forth the entire understanding of the Parties with respect to the subject matter addressed, and supersedes all prior agreements, arrangements and understandings, written or oral, relating to the same subject matter. No representation, promise or inducement has been made by either Party that is not embodied in this Agreement, and neither Party shall be bound by or liable for any alleged representation, promise or inducement that is not expressly set forth herein.
(g) This Agreement may be executed in counterparts, each one of which shall constitute and original and all of which together shall constitute one and the same document.
(h) The undersigned represents that he/she has the authority to sign on behalf of the Receiving Party and to bind the Receiving Party by his/her signature.
IN WITNESS WHEREOF, and intending to be legally bound, the Parties hereto have executed this Agreement on the date first above written.
DISCLOSING PARTY
By: ________________________
Name: Kalliope Barlis
Title: Director
Date:
RECEIVING PARTY
By: _________________________
Name:
Title:
Date: