This Non-Disclosure Agreement (this “Agreement”) is dated (the “Effective Date”) and is between Excellent Adventures Entertainment, (the “Company”), and (the “Member”).
The parties agree as follows:
- Definitions. The following terms, as used in this Agreement, have the following meanings:
“Member” means any member of the Company, including a presently paying member in good standing or a previous member no longer part of the Company.
“Confidential Information” means any information that is unique to the Company and that is disclosed by the Company to the Member during the term of this Agreement, including the following:
(a) the address of the Company’s social media website, but not including the Company’s marketing website www.youngcouplesparty.com or the name of the group Young Couples Party or YCP
(b) the names or identities of other Members of the Company, including any prominent characteristics or job titles that may identify the Member to the public
(c) any information or media (profile information, photographic media, video, or any linked media) shared by other Members of the Company on the social media website
(d) the location of the Company clubhouse or any venue at which the Company is hosting or co-hosting an event
(e) any details regarding the event, such as the date, location, time or theme of the event
(f) information about the Company’s specific operations and personnel
(g) any other information concerning the affairs and methods of the Company and its Members which is not readily available to the public. “Confidential Information” also includes information of others that (1) is disclosed under this Agreement, (2) the Company is obligated to protect from disclosure or restricted from using or both, and (3) that would constitute “Confidential Information” if the information belonged to the Company.
- Confidentiality; Standard of Care; Limited Access.
(a) The Member shall take all necessary precautions to protect the Confidential Information from unauthorized use and disclosure, which shall be no less stringent than the precautions it takes to protect its own Confidential Information. The Member shall retain the Confidential Information in confidence and shall not disclose Confidential Information to any non-Member without the Company’s prior written consent.
(b) The Member may not download or save Confidential Information that other Members of the Company share to the social media website, including reproducing the media in any form such as recording, taking a screenshot, taking a photo with another device, or otherwise displaying the content.
(c) The Member may not document, review or otherwise publish for an audience of non-Members any literature or media involving the Company, the events, the venues, or its Members, without express written consent from the Company.
- Exclusions
(a) This Agreement imposes no obligations upon the Member with respect to Confidential Information that: (1) was known to the Member before disclosure by the Company or other Members of the Company as evidenced by contemporaneous records; (2) has become publicly available through no fault of the Member; (3) is disclosed to the Member by a third party that has the right to make the disclosure to the Member and that does not have any obligation of confidentiality with respect to the Confidential Information; or (4) is disclosed by the Member with the Company’s prior written consent.
(b) If the Member is required by any governmental agency, court, or other judicial or regulatory body to provide any Confidential Information received under this Agreement, then the Member will not be deemed to be in violation of this Agreement for the disclosure if the Member promptly gives written notice to the Company of the requirement to provide the Confidential Information and cooperates with the Company so that the Company may contest the requirement to provide the Confidential Information. The Member may disclose only that portion of the Confidential Information that it is legally required to furnish.
(c) However, the Member may disclose the Confidential Information to other current Members of the Company who (1) are in good standing with the Company at present, (2) require access to the information, (3) are informed by the Member of the Member’s obligations under this Agreement, and (4) are bound by contract or fiduciary duty to obligations of confidentiality and use restrictions with substantially similar function, purpose, scope, and effect to those of this Agreement and that are at least as protective of the Confidential Information as this Agreement. The Member may not disclose the Confidential Information to past Members who are no longer in good standing with the Company.
- Disclosure at the Company’s Discretion.
Nothing contained in this Agreement will be construed as requiring the Company to disclose any particular information to the Member.
- “As Is” Disclosure.
All information that the Company provides under this Agreement is provided “as is.” The Company makes no representations as to the information’s accuracy, completeness, or noninfringement.
- Relationship of the Parties.
This Agreement does not create an agency, joint venture, partnership, employment, or other formal business relationship or association between the parties, or obligate either party to enter into any subsequent agreement or business arrangement or to purchase or provide any goods or services.
- Term and Obligations of Confidentiality Period.
This Agreement will continue for the duration of the the Member’s good standing in the Company unless: (1) terminated earlier by either party upon written notice to the other; (2) extended by the mutual written agreement of the parties; or (3) superseded by a subsequent written agreement that explicitly sets forth the obligations of the parties with respect to Confidential Information. With respect to the Confidential Information, notably the private information or media shared by another Member of the Company, the Member’s obligations of confidentiality and non-use under this Agreement will survive the termination of this Agreement due to the private and sensitive nature of disclosure of such information to other Members of the Company or until the Confidential Information no longer qualifies as Confidential Information. Termination of this Agreement does not waive any rights or obligations that may have accrued prior to such termination.
- Return of Confidential Information.
Upon the Company’s request or upon the termination of this Agreement, the Member shall return to the Company, delete, or destroy all written and electronic documentation and data containing Confidential Information and any other written, recorded, or machine-readable material containing or reflecting any Confidential Information. Upon the Company’s request, the Member shall provide written certification of the destruction or deletion of Confidential Information under this section.
- Remedies.
If the Member violates or threatens to violate any of its obligations contained in this Agreement, then, in addition to any other remedy available at law or in equity, the Company will have (1) the right and remedy of specific enforcement, including injunctive relief, it being acknowledged that any such violation or threatened violation will cause irreparable injury to the Company and that monetary damages will not provide an adequate remedy, and (2) the right to any and all damages available as a matter of law, and costs and expenses incurred by the Company in pursuing its rights under this Agreement, including reasonable attorney fees, court costs, and other litigation expenses.
- Severability.
If a court of competent jurisdiction declares any provision of this Agreement invalid or unenforceable, then the parties request that the court judicially modify that provision consistent with the intent of this Agreement so that it will be enforceable to the fullest extent possible.
- Assignment.
The Member shall not (1) assign or transfer any of the Member’s rights under this Agreement, either voluntarily or involuntarily, whether by operation of law, or any other manner, or (2) delegate any performance under this Agreement, except with the prior written consent of the Company. Any purported assignment of rights or delegation of performance in violation of this section is void.
- Governing Law and Designation of Forum.
All questions concerning the construction, validity, and interpretation of this Agreement, and performance under this Agreement, will be governed by the laws of Illinois, without giving effect to the conflicts of laws principles of that state. Any dispute arising out of, or concerning, this Agreement, or performance under this Agreement,will be resolved exclusively in a federal or state court of competent jurisdiction located in Illinois. To the extent necessary, the parties hereby submit to, and agree not to contest, the jurisdiction of such courts.
- Miscellaneous.
This Agreement may not be modified or amended except by a writing signed by the parties. This Agreement may be signed in any number of counterparts, each of which will be an original with the same effect as if the signatures were upon the same instrument, and it may be signed electronically. The captions in this Agreement are included for convenience of reference only and will be ignored in the construction or interpretation hereof. The parties have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of intent or interpretation arises regarding this Agreement, this Agreement will be construed as if drafted jointly by the parties and no presumption or burden of proof will arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.
The parties are signing this Agreement as of the Effective Date.
