THIS AGREEMENT between NapNic, LLC dba Corporate Consultant Certification Board (“3C Board”), and ______________, (“Receiving Party”), in relation to confidential and proprietary information as related to Receiving Party through the Corporate Consultant Certification Program.
3C Board and Receiving Party (collectively, “the Parties”) desire and intend to engage in frank discussion and exchange of information and items that pertain to applications, business systems, components, data, documents, drawings, ideas, parts, plans, processes, products, programs, services, sketches, software, specifications, strategy, techniques, and technology, relating to issues including but not limited to finance, forecasts, inventions, marketing, and research and development, whether such has involved an application for registration of Intellectual Property, or not (the “Design”), which the Parties freely acknowledge and agree to be confidential and proprietary. As such, the Parties contract to be mutually bound by the following terms:
1.1. “Confidential Information” means any and all information provided by 3C Board that pertains to the Design, via any medium, whether the disclosure takes place verbally, by e-mail, over text message, parcel post, or through any other means available for the dissemination of knowledge to human, computer, or otherwise. Confidential Information includes all information provided by 3C Board to the Receiving Party that relates in any way to the Design, prior to the signing of this agreement. Confidential Information does not include:
- (a) information freely available in the public domain at time of disclosure, or information that later becomes available within the public domain without any fault of Receiving Party;
- (b) information that was already in the possession of Receiving Party when the disclosure took place, provided that this information can be demonstrated through verifiable business records to have been present at that time and without its point of origin lying with 3C Board either directly or indirectly; or
- (c) information that is provided to Receiving Party by a third party, who itself did not directly or indirectly receive it from 3C Board, and who has not placed similar restrictions upon Receiving Party’s use of such information.
1.2. “Design” means all information directly or indirectly related to business ideas, strategies, programs, products, applications, systems, components, technologies and services.
1.3. “3C Board” means the party disclosing Design-related information to the other.
1.4. “Receiving Party” means the party receiving Design-related information from the other.
2. USE OF CONFIDENTIAL INFORMATION
Receiving Party agrees to:
(a) hold Confidential Information in strict confidence and take all reasonable precautions to protect it (including all precautions Receiving Party employs for its own confidential materials);
(b) examine Confidential Information without any additional fiscal contribution from 3C Board;
(c) refrain from reproducing Confidential Information or any portion thereof without express prior written permission from 3C Board;
(d) refrain from directly or indirectly making known, divulging, publishing, or otherwise communicating Confidential Information to any person, firm or business entity without express prior written permission from 3C Board;
(e) limit internal dissemination of Confidential Information to those officers and employees, if any, of Receiving Party who have a need to know and an obligation to protect the Confidential Information;
(f) refrain from using the Confidential Information without the express written consent of 3C Board;
(g) refrain from using the Confidential Information or any of its component parts as a basis for the design of any method, system, service, or device similar to any method, system, service, or device included in the Confidential Information, unless expressly authorized in writing by 3C Board; and
(h) use its best efforts to protect and safeguard Confidential Information from loss, theft, destruction, or other forms of damage or diminution.
3. RETURN OF CONFIDENTIAL INFORMATION
All information provided by 3C Board through any means, remains the sole and exclusive property of 3C Board. Receiving Party agrees to return any and all Confidential Information to 3C Board, regardless of its form, within fifteen (15) days of a written demand from 3C Board. If a return of Confidential Information is impossible or impractical, due to its form, then Receiving Party will remove all traces of Confidential Information from its records and provide written notice to 3C Board of such.
If maintaining access to Confidential Information is not necessary for the Parties to engage in an ongoing working relationship, after review of the Confidential Information, Receiving Party will promptly return or, if applicable, destroy all Confidential Information, within fifteen (15) days of its initial delivery, by default, or the time period allotted in writing at the time of transmission by 3C Board.
This agreement may not be assigned by Receiving Party without prior written consent of 3C Board. If this Agreement is assigned or otherwise transferred, it shall be binding on all successors and assigns.
5. GOVERNING LAW
This Agreement is to be governed by and interpreted in accordance with the laws of the State of Maryland, notwithstanding any conflict-of-laws doctrines of such jurisdiction to the contrary, and any ambiguity is not to be construed against either party, regardless of any default rules or customs of such jurisdiction.
6. NO LICENSE
The disclosure of Confidential Information may not be interpreted to grant from one Party to the other, expressly or by implication, any right or license to any Design, trade secret, trademark, patent, copyright, or other intellectual property of any kind.
7. FACSIMILE AND DIGITAL SIGNATURES
This Agreement may be executed in multiple counterparts, delivering such physically, by facsimile, or via a digital/remote document signature service (ex: DocuSign, HelloSign), with all such signatures being treated as original signatures, regardless of the form of transmission. Each physical or digital copy is considered an original instrument, and separate signed copies may be combined in order to constitute a single agreement. The signature of either party to any counterpart legally binds that party. Either party may remove the signature page(s) from one or more counterparts of the document to attach to any other counterpart of the document in order to create a single document containing the signatures of all parties.
8. BINDING NATURE
This Agreement shall be binding upon and to the benefit of the Parties and their respective heirs, personal representatives, successors and assigns.
9. LIQUIDATED DAMAGES
Receiving Party acknowledges that breach by Receiving Party of this obligation may cause 3C Board to suffer irreparable harm, namely harm for which damages would be an inadequate remedy. Receiving Party further acknowledge that 3C Board might suffer irreparable harm due to delay if as a condition to obtaining an injunction, restraining order, or other equitable remedy with respect to such a breach if 3C Board were required demonstrate that it would suffer irreparable harm. The parties therefore intend that if Receiving Party breach one or more of Receiving Party’s obligations, then for purposes of determining whether to grant an equitable remedy any court will assume that that breach would cause 3C Board irreparable harm.
Receiving Party acknowledges that the actual damages likely to result from breach of this duty are difficult to estimate on the date of this agreement and would be difficult for 3C Board to prove. The parties intend that Receiving Party’s payment of the Liquidated Damages Amount of $500,000.00 would serve to compensate 3C Board for any breach by Receiving Party of Receiving Party’s obligations under this agreement, and they do not intend for it to serve as punishment for any such breach by Receiving Party.
Along with the Liquidated Damages Amount, 3C Board would be entitled to a full disclosure of all known recipients and vectors of distribution of any unauthorized transmission of the Intellectual Property by Receiving Party, as well as any proceeds that Receiving Party derive from such transmission.
10. PROVISIONS SEPARABLE
If any part of this agreement is declared unenforceable or invalid, the remainder will continue to be valid and enforceable.
11. ENTIRE AGREEMENT
The section headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.
(a) Arbitration. Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration in the State of Georgia, in accordance with the rules of the American Arbitration Association then in effect for one (1) arbitrator. Each party shall bear their own costs; the losing party shall be liable for the costs of arbitration itself.
(b) Judgment. Judgment may be entered on the arbitrator's award in any court having jurisdiction. The arbitrator shall not have the power to award any punitive damages.
BY THE FOLLOWING SIGNATURES, THE PARTIES AGREE TO BE BOUND BY THE TERMS CONTAINED HEREIN: