This is an NDA, Non-Compete agreement between two parties that may represent a company or individuals.
Confidential Non-Disclosure & Non-Compete Agreement
BFE Agency, Because Freedom Exists. & Kyle Blume:
1. The parties to this Agreement desire to engage in discussions regarding present and/or potential future business relationships. This Agreement combines a non-disclosure, a non-competition, and a non-circumvention agreement. The parties intend to engage in substantive discussions and sharing of confidential information regarding certain new and useful business opportunities, trade secrets, business entity formation and structuring, and tax planning. In connection with these discussions, it may be necessary and/or desirable for the "Disclosing Party" to provide the "Receiving Party" with, or allow access to, proprietary, technical, or business data, and/or other confidential information of the "Disclosing Party" (collectively the "Confidential Information"). Therefore, the "Receiving Party", individually and on behalf of those they represent, agree that they are under an obligation of confidentiality. The "Disclosing Party" believes, and the "Receiving Party" hereby agrees, that the "Disclosing Party"’s Confidential Information has significant commercial value that would be diminished by unauthorized disclosure. Accordingly, the commitments of confidentiality in this Agreement are a condition to the "Receiving Party"’s willingness to engage in the contemplated business discussions and planning. The "Receiving Party" agrees that it shall not use any advantages derivable from such information in its own business or affairs, unless the same is done pursuant to a new agreement with all other signatories to this document. Each signing party shall be held responsible and liable in case of a breach of this Agreement both in their professional and personal capacity.
2. Confidential Information shall include, and shall be deemed to include, all information conveyed by the "Disclosing Party" to the "Receiving Party" orally, in writing, by demonstration, or by other media. Confidential Information shall be considered as such at the time of transmittal. Confidential Information may include, by way of example but without limitation data, know-how, contacts, contracts, software, formulas, processes, designs, sketches, photographs, plans, drawings, specifications, samples, reports, information obtained from previous or current participants in programs of the Company, and information relating to transactional procedures. However, Confidential Information shall not include information, which can clearly demonstrated to be:
a. Generally known or available to the public, through no act or omission on the part of the receiving party;
b. Provided to the receiving party by a third party without any restriction on disclosure and without breach of any obligation of confidentiality to a party to this Agreement; or independently developed by the receiving party without use of the Confidential Information.
3. The "Receiving Party" agrees that when receipt of any Confidential Information has occurred:
a. The "Receiving Party" shall not disclose or communicate Confidential Information to any third party, except as herein provided. "Receiving Party" shall protect such information from disclosure by reasonable means, including but not limited to at least the same minimal level of security that "Receiving Party" uses for its most crucial proprietary and trade secret information.
b. "Receiving Party" shall reasonably protect the Confidential Information with not less than the same degree of care exercised by its own personnel to protect its own, or publication of its own, most valuable confidential and proprietary information.
c. The "Disclosing Party" shall permit access to its Confidential Information to the "Receiving Party"’s agents or employees or third parties only if such disclosure is reasonably believed to be necessary to the purposes of the "Receiving Party" evaluating, contemplating, recommending, or engaging in any program or service offered by the "Disclosing Party" or for the purpose of entering into a business relationship with the "Disclosing Party", and only if said agents, employees, or third parties:
1. reasonably require access to the Confidential Information for purposes approved by this Agreement, and
2. have been apprized of this Agreement and the "Receiving Party"’s obligations to maintain the trade secret status of Confidential Information and to restrict its use as provided by this Agreement.
4. This Agreement does not apply to any information in the public domain or which the "Receiving Party" can show was either already lawfully in their possession prior to its disclosure by the "Disclosing Party" or acquired without the involvement, either directly or indirectly, of the "Disclosing Party".
5. The "Receiving Party" hereby agrees for himself or herself, their officers, directors, agents, associates and any related parties, that they will not, directly or indirectly, contact, deal with or otherwise become involved with any entity or any other entities or parties introduced, directly or indirectly, by or through the other party, its officers, directors, agents or associates, for the purpose of avoiding the payment to the "Disclosing Party" of profits, fees or otherwise, without the specific written approval of the "Disclosing Party".
6. No disclosure or attempt made by the Receiving Party that shall create any license, title or interest in respect of any Intellectual Property Rights of the Disclosing Party.
7. The non-competition provisions of this Agreement are an essential and material part of the total agreement, by which the "Receiving Party" agrees it shall not use any advantages derivable from such confidential information in its own business or affairs, unless the same is done pursuant to a new agreement executed by all signatories to this document.
8. The jurisdiction for this Agreement is global and worldwide. Should the Companies assert that a violation has occurred, the parties agree that the Companies shall be entitled to take action to remedy the violation in the locale and/or legal jurisdiction in which the violation occurred, and/or in any other locale or jurisdiction(s) which is appropriate, in the opinion of the Companies and their counsel.
9. After 10 years, from the date the contract has been mutually or lawfully agreed upon to terminate, each Party shall be relieved of all obligations under this Agreement.
10. As used in this Agreement, the following terms shall have the following meanings:
1. "Agents or employees" includes the directors, officers and employees of any of the parties, it also includes the "Receiving Party", any corporation, partnership, association, business trust, contractual organization, group, or other entity of which the "Receiving Party" is a member, officer, director, agent, trustee, beneficiary, or has a position similar to the aforementioned. "Companies" refer to both parties.
b. Except for the limited right to use granted in section 3(c) herein, no right or license, either express or implied, under any patent, copyright, trade secret or other intellectual property right is granted hereunder.
c. No agency or partnership relationship is created between the parties by this Agreement.
d. No party has an obligation under this Agreement to purchase any service or item from any of the other parties, or to offer any service or item for sale to any of the other parties and that any agreement to have a business relationship between the parties will exist only when such agreement is in writing and duly executed by all the parties hereto.
e. ANY and ALL additions, modifications, and waivers of this Agreement must be made in writing and signed by all parties. However, the failure of a party to insist on full compliance with any provisions of this Agreement in a particular instance shall not preclude it from requiring full compliance thereafter.
f. This Agreement is made and shall be governed and construed in accordance with the laws of the State of Illinois. The proper venue for any action arising from or in connection to the interpretation or enforcement of this Agreement shall be decided by the "Disclosing Party".
- If any portion of this Agreement shall be held invalid, such invalidity shall not affect the other provisions hereof, and to this extent, the provisions of this Agreement are to be and shall be deemed severable. If any party hereto incurs any legal fees, whether or not action is instituted, to enforce the terms of this Agreement or to recover damages or injunctive relief for breach of this Agreement, it is agreed that the successful or prevailing parties shall be entitled to reasonable attorney fees and other costs in addition to any other relief to which it or they may be entitled.
- This Agreement constitutes the entire understanding between all the parties and supersedes all previous understandings, agreements, communications and representations, whether written or oral, concerning the discussions by and between the parties hereto and the Confidential Information.
Signed: Kyle Blume - Founder of BFE Agency, Because Freedom Exists. --- “Disclosing Party”
Signed: --- “Receiving Party”