Confidentiality And Non-disclosure Agreement
THIS CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT (this “Agreement” is made effective on _________________(Date) by and between THE WHAT ALLIANCE, as a subsidiary of THE WHAT LLC and ___________________ (Member), (collectively, the “Parties”), to ensure the protection and preservation of the confidential and/or proprietary nature of information information disclosed or made available or to be disclosed or made available to each other during the duration of Member’s The What Alliance Community Membership. Each Party shall be deemed to include any subsidiaries, internal divisions, agents, and employees. Any signing party shall refer to and bind the individual and the entity they represents. For the purposes of this agreement, a Member of The What Alliance Community Membership is defined as any Member who has transacted to join The What Alliance Community on Mighty Networks.
Whereas the Parties desire to ensure the confidential status of the information that may be disclosed to each other.
Now, therefore, in reliance upon and in consideration of the following undertakings, the Parties agree as follows:
Subject to limitations set forth in paragraph 2, all information disclosed to the other party shall be deemed to be "Proprietary Information." In particular, Proprietary Information shall be deemed to include any information including marketing techniques, contracts, pricing, email lists, research, resources, business plans or any personal matter and details relating to the disclosing party, its present or future products, sales, suppliers, clients, customers, employees, investors or business, whether in oral, written, graphic or electronic form. The foregoing agreement of confidentiality shall extend to information and documents whether furnished before or after the date of this Agreement.
The term "Proprietary Information" shall not be deemed to include information that (i) is now, or hereafter becomes, through no act or failure to act on the part of the receiving party, generally known or available information, (ii) is known by the receiving party at the time of receiving such information as evidenced by its records, (iii) is hereafter furnished to the receiving party by a third party, as a matter of right and without restriction on disclosure, (iv) is independently developed by the receiving party without reference to the information disclosed hereunder, or (v) is the subject of a written permission to disclose provided by the disclosing party.
Each party shall maintain in trust and confidence and not disclose to any third party or use for any unauthorized purpose any Proprietary Information received from the other party. Each party may use such Proprietary Information in the extent required to accomplish the purpose of the discussions with respect to the subject. For example, a Member may confidentially disclose intentions to leave a current job role to another Member OR a Member may share a book treatment within a group conversation, BOTH of which require strict confidentiality by all Parties.
The responsibilities of the Parties are limited to using their efforts to protect the Proprietary Information received with the same degree of care used to protect their own Proprietary Information from unauthorized use or disclosure. Both Parties shall advise their employees or agents who might have access to such Proprietary Information of the confidential nature thereof and that by receiving such information they are agreeing to be bound by this Agreement.
All Proprietary Information shall remain the property of the disclosing party and shall be returned to the disclosing party after the receiving party’s need for it has expired, or upon request of the disclosing party, and in any event, upon completion or termination of this Agreement.
This Agreement shall survive any termination of Member’s The What Alliance Community Membership and Members are required to maintain confidentiality of all Proprietary information in perpetuity.
If Member commits a breach, or threatens to commit a breach, of any of the provisions of this Agreement, THE WHAT ALLIANCE will immediately cease Member’s membership, without refund, regardless of the remaining duration of their membership. THE WHAT ALLIANCE shall have the right and remedy, in addition to any other remedy that may be available at law or in equity, to have the provisions of this Agreement specifically enforced by a court having equity jurisdiction, together with an accounting therefore, it being expressly acknowledged and agreed by Member that any such breach or threatened breach will cause irreparable injury to THE WHAT ALLIANCE, and that money damages will not provide an adequate remedy. The term of this agreement is for one (1) year, commencing on the "Effective Date” and must re-signed upon any membership renewal to THE WHAT ALLIANCE.