Non-Disclosure Agreement

I. THE PARTIES. This Non-Disclosure Agreement (“Agreement”) made this _________________, 20____, is made between:

OWNER: Paula T. Webb, (“Owner”) shall have ownership of this Agreement under which:

RECIPIENT: _____________________________, (“Recipient”) with a mailing address of _____________________________________________________________________, e-mail address of ____________________________, contact number (including country/area code) of _________________________, shall be bound to this Agreement.

WHEREAS, this Agreement is created for the purpose of preventing the unauthorized disclosure of the Owner’s Confidential & Proprietary Information. The Parties agree as follows:

I. TYPE OF AGREEMENT.

  • - Unilateral. This Agreement shall be Unilateral, whereas, “Owner” shall have sole ownership of the Confidential & Proprietary Information with “Recipient” being prohibited from disclosing such confidential and proprietary information that is to be offered by the Owner to the Recipient at their request through all means of communications.

II. GEOGRAPHICAL LIMITS. The Recipient shall be bound to this Agreement with: (check one)

  • - No Geographical Limits.  Meaning, the Recipient shall be prohibited from disclosing said confidential/proprietary information to any person or persons or businesses/organizations whether profit or non-profit, anywhere at any time, in any fashion or modality.

Hereinafter known as the “Geographical Limits.”

III. NON-COMPETE. The Owner shall possess, in accordance with the terms of this Agreement and its Geographical Limits, the following protections: 

  • - PROTECTED PRACTICES. The Owner shall be protected from the Recipient engaging in the Protected Practices for the following: (check one)
  • - All Related Uses. The Recipient shall not be allowed to provide the same or similar products, services, content, or duties that engage in any other way or version of representation of any other business of a similar nature or related materials of/to the Owner.

Hereinafter known as the “Protected Practices.”

- CUSTOMERS. The Recipient shall not be allowed to associate themselves with the Owner’s: (check one)

  • - All Customers. The Recipient shall be prohibited from engaging with any former or current customers, clients, and similar parties of the Owner under which any relationship has been created.

Hereinafter known as the “Non-Compete.”

IV. CONFIDENTIAL & PROPRIETARY INFORMATION. The Parties agree that the Recipient shall:

    • - Be Prohibited from Releasing CONFIDENTIAL & PROPRIETARY INFORMATION. The Recipient shall be prohibited from expressing or sharing any and all technical and non-technical information provided by the Owner, including but not limited to: data or other proprietary information relating to products, inventions, plans, methods, processes, know-how, developmental or experimental work, computer programs, databases, authorship, analyses, business plans, financial information, statistical information, or any other subject matter pertaining to any business/materials of the Owner, that is disclosed to the Recipient under the terms of this Agreement.
      • The Recipient agrees not to disclose Confidential & Proprietary Information: 
        • To any other third party; and
        • Not to use such Confidential & Proprietary Information for the benefit of anyone other than to whom it belongs, which is the Owner.
      • Best Practices. The Recipient acknowledges they may or may not have access to the Owner’s Confidential & Proprietary Information and agrees that it shall not directly or indirectly divulge, disclose, or communicate any of the Confidential & Proprietary Information to any third party. The Recipient acknowledges that no license of the Confidential & Proprietary Information by implication or otherwise, is granted to the Recipient by reason of this Agreement. Additionally, the Recipient acknowledges that it may only use the Confidential & Proprietary Information in connection with its own personal relationship with the Owner for the Recipient’s own personal use, and for no other purpose.
      • Records. The Recipient further agrees that all Confidential & Proprietary Information including, without limitation, any documents, files, reports, notebooks, samples, lists, correspondences, software, educational materials, all other written or graphic records provided by the Owner or produced using the Owner’s Confidential & Proprietary Information, will be deemed and held as strictly Confidential & Proprietary Information and returned upon request to the Owner and/or deleted or destroyed from any digital storage including all servers and hard copies in the possession of the Recipient, if it is deemed Recipient has broken this Agreement by sharing any Confidential & Proprietary Information with any third parties.

V. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of California where the Owner currently hosts their headquarters; unless Owner relocates their headquarters outside of California.  If/when that relocation takes place, this Agreement shall still be valid under the terms of the new location 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 of the Owner's principal location, and the Parties hereby consent to the jurisdiction and venue of these courts.

      • Remedies. Should the Recipient breach any of the provisions of this Agreement, the Recipient agrees to reimburse the Owner for all loss or expenses incurred by the Owner as a result of any prohibited use or activity under this Agreement, including, without limitation, court costs and reasonable attorney's fees incurred by the Owner in enforcing the provisions hereof. 
      • The Recipient further agrees that any unauthorized use or activity shall result in irreparable damage to the Owner and that the Owner shall be entitled to an award by any court of competent jurisdiction of a temporary/permanent restraining order and/or preliminary injunction against such unauthorized use or activity by the Recipient. Such remedies, however, shall not be deemed to be the exclusive remedies for any breach of this Agreement but shall be in addition to all other remedies available at law of equity.

VI. ENTIRE AGREEMENT. This Agreement represents the entire agreement between the Parties.

_____X______________________________________

Print Recipient Name & Date:  ___________________________________________