Register Account

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This Non-disclosure Agreement (this “Agreement”) is made effective as of January 1 2016 (the “Effective Date”), by and between Transcend (the “'Owner”), and the register (the “Recipient”). Information will be disclosed to the Recipient for the Recipient’s personal cognitive and emotional development. The Owner has requested and the Recipient agrees that the Recipient will protect the confidential material and information which may be disclosed between the Owner and the Recipient. Therefore, the parties agree as follows: I. CONFIDENTIAL INFORMATION. The term “Confidential Information” means any information, including but not limited to, Transcend, Transcend's Programs, or any material which is proprietary to the Owner, whether or not owned or developed by the Owner, which is not generally known other than by the Owner, and which the Recipient may obtain through any direct or indirect contact with the Owner. Regardless of whether specifically identified as confidential or proprietary, Confidential Information shall include any information provided by the Owner deals, including, without limitation, business records, plans, trade secrets, technical data, product ideas, contracts, financial information, pricing structure, discounts, computer programs and listings, source code and/or object code, copyrights and intellectual property, inventions, sales leads, strategic alliances, Emails, Electronic Downloads, Printed Materials, partners and customer and client list. The nature of the information and the manner of disclosure are such that a reasonable person would understand it to be confidential. II. PROTECTION OF CONFIDENTIAL INFORMATION. The Recipient understands and acknowledges that the Confidential Information has been developed or obtained by the Owner by the investment of significant time, effort and expense, and that the Confidential Information is a valuable, special and unique asset of the Owner which provides the Owner with a significant competitive advantage, and needs to be protected from improper disclosure. In consideration for the receipt by the Recipient of the Confidential Information, the Recipient agrees as follows: A. No Disclosure. The Recipient will hold the Confidential Information in confidence and will not disclose the Confidential Information to any person or entity without the prior written consent of the Owner. B. No Copying/Modifying. The Recipient will not copy or modify any Confidential Information without the prior written consent of the Owner. C. Unauthorized Use. The Recipient shall promptly advise the Owner if the Recipient become aware of any possible unauthorized disclosure or use of the Confidential Information. D. Application to Family Members. The Recipient shall not disclose any confidential Information to any Family Members of the Recipient, except his or her spouse. His or her spouse is required to sign a non-disclosure agreement substantially the same as this Agreement prior to information being disclosed. E. Application to Other Transcend Member. The Recipient shall not disclose any Confidential Information to any other Transcend Members except those who the Owner has received a signed non-disclosure agreement substantially the same as this Agreement, prior to any information being disclosed. III. UNAUTHORIZED DISCLOURE OF INFORMATION – INJUNCTION. If it appears that the Recipient has disclosed (or has threatened to disclose) Confidential Information in violation of this Agreement, the Owner shall be entitled to an injunction to restraint he Recipient from disclosing the Confidential Information in whole or in part. The Owner Shall not be prohibited by this provision form pursuing other remedies, including a claim for losses and damages. IV. NON-CIRCUMVENTION. For a period of five (5) years after the end of the term of this Agreement, the Recipient will not attempt to do business with, or otherwise solicit any business contact found or otherwise referred by Owner to Recipient for the purpose of circumventing, the result of which shall be to prevent the Owner from realizing or recognizing a profit, fees, or otherwise, without the specific written approval of the Owner. If such circumvention shall occur the Owner shall be entitled to any commissions due pursuant to this Agreement or relating to such transaction. V. RETURN OF CONFIDENTIAL INFORMATION. Upon the written request of the Owner, the Recipient shall return to the Owner all written materials containing the Confidential Information. The Recipient shall also deliver to the Owner written statements signed by the Recipient certifying that all materials have been returned within five (5) days of receipt of the request. VI. RELATIONSHIP OF PARTIES. Neither party has an obligation under this Agreement to purchase any service or item from the other party, or commercially offer any products using or incorporating the Confidential Information. This Agreement does not create any agency, partnership, or joint venture. VII. NO WARRANTY. The Recipient acknowledges and agrees that the Confidential Information is provided on as “AS IS” basis. THE OWNER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE CONFIDENTIAL INFOMRATION AND HEREBY EXPRESSELY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OF THE MAERCHANT ABLILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL THE OWNER BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THE PERFORMANCE OR USE OF ANY PORTION FO THE CONFIDENTIAL INFORMATION. The Owner does not represent or warrant that any product or business plans disclosed to the Recipient will be marketed or carried out as disclosed, or at all. Any actions taken by the Recipient in response to the disclosure of the Confidential Information shall be solely at the risk of the Recipient. VIII. LIMITED LICENSE TO USE. The Recipient shall not acquire any intellectual property rights under this Agreement expect the limited right to use as set forth above. The Recipient acknowledges that, as between the Owner and the Recipient, the Confidential Information and all the related copyrights and other intellectual property rights, are (and at all times will be) the property of the Owner, even if suggestion, comments, and/or ideas made by the Recipient are incorporated into the Confidential Information or related materials during the period of this Agreement. IX. INDEMNITY. Each party agrees to defend, indemnify, and hold harmless the other party and its officers, directors, agents, affiliates, distributors, representatives, and employees from any and all third party claims, demands, liabilities, costs, and expenses, including reasonable attorney’s fees, costs and expenses resulting from the indemnifying party’s material breach of any duty, representation, or warranty under this Agreement. X. ATTORNEY’S FEES. In any legal action between the parties concerning this Agreement, the prevailing party shall be entitled to recover reasonable attorney’s fees and costs. XI. TERMS. The obligations of this Agreement shall survive indefinitely from the Effective Date or until the Owner send the Recipient written notice releasing the Recipient from this Agreement. After that, the Recipient must continue to protect the Confidential Information that was received during the term of this Agreement from unauthorized use or disclosure indefinitely. XII. GENERAL PROVISIONS. This Agreement sets forth the entire understanding of the parties regarding confidentiality. Any amendments must be in writing and signed by both parties. This Agreement shall be construed under the laws of the State of Utah. This Agreement shall not be assignable by either party. Neither party may delegate its duties under this Agreement without the prior written consent of the other party. The confidentiality provisions of the Agreement shall remain in full force and effect at all times in accordance with the term of this Agreement. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining portions of the Agreement shall remain in full force and effect and construed so as to best effectuate the original intent and purpose of the Agreement.
I the Registered Recipient Accept and Agree to This Agreement, Non-disclosure Agreement
I agree not to share any of this information with anyone according to the nondisclosure agreement.