Insiders Only Club Holdings Co, and Affiliated Brands
MUTUAL NON-DISCLOSURE AGREEMENT
This Mutual Non-Disclosure Agreement (the "Agreement") is entered into as of
Insiders Only Club Holdings, including its affiliated brands NTB Holdings, The VFO, Optimized Marketers, Urban Fusion (collectively referred to as the "Company"), a Wyoming series limited liability company with its principal place of business Wyoming, USA; and
RECITALS
WHEREAS, the Company possesses certain confidential and proprietary information related to its business operations, products, and services;
WHEREAS, the Recipient may receive or have access to such confidential information in the course of their business relationship with the Company;
WHEREAS, the Company wishes to ensure the protection and preservation of the confidential and proprietary nature of such information.
NOW, THEREFORE, in consideration of the mutual covenants and promises hereinafter set forth, the parties agree as follows:
1.DEFINITION OF CONFIDENTIAL INFORMATION
"Confidential Information" means any information disclosed by the Company to the Recipient, either directly or indirectly, in writing, orally, or by inspection of tangible objects, including but not limited to:
a) Business plans, strategies, and financial information b) Customer and client lists and data c) Products, services, and pricing information d) Technical data, trade secrets, and know-how e) Marketing and sales strategies f) Proprietary software and algorithms g) Any other information designated as confidential by the Company
2.RECIPIENT'S OBLIGATIONS
The Recipient agrees to:
a) Hold the Confidential Information in strict confidence b) Not disclose such Confidential Information to any third party c) Use the Confidential Information solely for the purpose of evaluating or conducting business with the Company d) Take all reasonable precautions to prevent unauthorized disclosure of the Confidential Information e) Immediately notify the Company of any unauthorized use or disclosure of the Confidential Information
3.EXCLUSIONS FROM CONFIDENTIAL INFORMATION
This Agreement imposes no obligation upon the Recipient with respect to information that:
a) Was in the Recipient's possession before receipt from the Company b) Is or becomes a matter of public knowledge through no fault of the Recipient c) Is rightfully received by the Recipient from a third party without a duty of confidentiality d) Is independently developed by the Recipient without use of the Company's Confidential Information e) Is disclosed by the Recipient with the Company's prior written approval
4.RETURN OF MATERIALS
Upon the Company's request or upon termination of the business relationship, the Recipient shall promptly return all materials containing Confidential Information, including all copies, notes, and derivatives thereof.
5.NO LICENSE
Nothing in this Agreement is intended to grant any rights to the Recipient under any patent, copyright, or other intellectual property right of the Company.
6.TERM AND TERMINATION
This Agreement shall remain in effect for a period of five (5) years from the date of execution. The Recipient's obligations with respect to any particular item of Confidential Information shall survive termination of this Agreement.
7.NO WARRANTY
The Company provides the Confidential Information on an "AS IS" basis. The Company makes no warranties, express, implied or otherwise, regarding the accuracy, completeness or performance of the Confidential Information.
8.GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by and construed in accordance with the laws of the State of Wyoming. Any dispute arising out of or related to this Agreement shall be subject to the exclusive jurisdiction of the courts of Wyoming.
9.REMEDIES
The Recipient acknowledges that any breach of this Agreement may cause irreparable harm to the Company. Accordingly, in addition to any other remedies available at law or in equity, the Company shall be entitled to seek injunctive relief to enforce the terms of this Agreement.
10.ENTIRE AGREEMENT
This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior agreements, oral or written, made with respect thereto.
11.AMENDMENTS
Any amendment to this Agreement must be in writing and signed by both parties.
12.SEVERABILITY
If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.
13.NO ASSIGNMENT
This Agreement may not be assigned by either party without the prior written consent of the other party.
14.HOLD HARMLESS
The Recipient agrees to indemnify and hold harmless the Company from any damage, loss, cost, or liability (including legal fees and the cost of enforcing this indemnity) arising out of or resulting from any unauthorized use or disclosure of the Confidential Information by the Recipient or its employees, agents, or representatives.
IN WITNESS WHEREOF, the parties have executed this Non-Disclosure Agreement as of the date first above written.
Name: Jey Lawrence, TTEE
Title: Trustee
Address: 30 N Sheridan St STE 3776 Sheridan Wyoming 82801
REFERRER SECTION