Non-Disclosure Agreement (NDA)

NON-DISCLOSURE AGREEMENT

This Non-Disclosure Agreement (the "Agreement") is entered into as of the date of acceptance (the "Effective Date") between Joel Bauer & Associates, Inc. (the "Disclosing Party") and the individual or entity accepting this Agreement (the "Receiving Party"). Each is a "Party" and together they are the "Parties."

1. Purpose

The Parties wish to explore or take part in a business relationship, program, event or service (the "Purpose"). In doing so, the Disclosing Party may share Confidential Information with the Receiving Party. This Agreement sets out how that information must be treated.

2. Definition of Confidential Information

"Confidential Information" means any non-public information, in any form (written, oral, electronic or visual), that the Disclosing Party shares with the Receiving Party, whether or not it is marked "confidential." It includes, without limitation:

  • Training materials, curricula, scripts, presentations, slide decks and recordings

  • Business methods, systems, frameworks, strategies and processes

  • Marketing, sales and pricing information

  • Customer, client and attendee lists and data

  • Financial information and business plans

  • Software, websites, funnels and technical information

  • Any other information that a reasonable person would understand to be confidential

3. Exclusions

Confidential Information does not include information that the Receiving Party can show:

  • Is or becomes publicly available through no fault of the Receiving Party

  • Was already known to the Receiving Party, without any duty of confidentiality, before it was disclosed

  • Was received from a third party who had the right to share it

  • Was independently developed without using the Confidential Information

4. Obligations of the Receiving Party

The Receiving Party agrees to:

  • Keep the Confidential Information strictly confidential and protect it with at least the same care it uses for its own confidential information, and no less than reasonable care

  • Use the Confidential Information only for the Purpose

  • Not copy, record, reproduce, share, sell, publish or distribute the Confidential Information without the Disclosing Party's prior written consent

  • Limit access to those of its employees, advisors or contractors who need to know it for the Purpose and who are bound by confidentiality obligations at least as protective as this Agreement

  • Promptly notify the Disclosing Party of any unauthorized use or disclosure

5. Required Disclosure

If the Receiving Party is required by law, court order or government authority to disclose Confidential Information, it must give the Disclosing Party prompt written notice (where legally allowed) so the Disclosing Party can seek protection, and must disclose only the portion that is legally required.

6. Ownership and No License

All Confidential Information remains the property of the Disclosing Party. Nothing in this Agreement grants the Receiving Party any license or right in the Confidential Information, or in any patent, copyright, trademark or trade secret, except the limited right to use it for the Purpose.

7. Return or Destruction

On written request, or when the Purpose ends, the Receiving Party must promptly return or permanently destroy all Confidential Information and any copies, and confirm this in writing if asked.

8. Term

This Agreement begins on the Effective Date and the confidentiality obligations continue for [three (3)] years from the date of the last disclosure. Obligations relating to trade secrets continue for as long as the information remains a trade secret.

9. No Warranty

Confidential Information is provided "as is." The Disclosing Party makes no warranty about its accuracy or completeness.

10. Remedies

The Receiving Party understands that unauthorized use or disclosure may cause serious harm for which money damages alone may not be enough. The Disclosing Party may seek injunctive relief and any other remedy available under law, in addition to damages.

11. No Obligation

This Agreement does not require either Party to enter into any further agreement or business relationship, and does not create a partnership, joint venture, employment or agency relationship.

12. General Provisions

Governing Law: This Agreement is governed by the laws of the State of [State], without regard to its conflict-of-law rules.

Entire Agreement: This is the entire agreement between the Parties about its subject matter and replaces any earlier discussions about it.

Amendments: Changes must be in writing and agreed by both Parties.

Severability: If any provision is found unenforceable, the rest remains in effect.

Waiver: Failing to enforce a right is not a waiver of that right.

Assignment: The Receiving Party may not assign this Agreement without the Disclosing Party's written consent.

Electronic Acceptance: The Parties agree that clicking to accept or typing a name below is a legally binding electronic signature.

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