79 College Road, Harrow, HA1 1BD
BRUSSEL POND LTD TRAINING PROGRAM
This Confidentiality Agreement is made as of (Today’s Date) by and between the operator of the Brussel Pond (Legacy) training program.
Brussel Pond LTD (“Company”) based in London, U.K. and (Your Name)
The terms of this Agreement are meant to govern the disclosure of proprietary knowledge and training that has been developed by Company and which includes proprietary written, audio, visual, and electronic materials (“Training Materials”) and is the basis of the Brussel Pond Training Program (the “Training Program”). NOW THEREFORE, in consideration of the terms and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
. Use by Recipient. Company hereby grants Recipient a limited, non-transferable, revocable license to use the Training Materials for Recipient’s personal use.
Recipient covenants and agrees not to copy, reproduce, share or disseminate any materials provided to Recipient and Recipient agrees that ownership of the knowledge and materials shall at all times remain with the Licensor. Recipient agrees to take all necessary precautions to safeguard the Training Materials, keep them confidential and protect them from misuse.
Recipient acknowledges that the Training Materials are encrypted with advanced digital rights management markers and that these unique identifies that are embedded in the Training Materials are used to trace the source in the event of unauthorized disclosure of the Training Materials.
. Term. This Agreement to maintain the confidentiality of the Training Materials shall exist perpetually.
. Confidentiality. Recipient acknowledges that as part of the Training Program and Training Materials he will be exposed to “Confidential Information,” of the Company, its customers, providers, and vendors, and that maintaining the confidentiality of that information, both during and after the termination of this Agreement, is a critical part of their relationship.
“Confidential Information” means any information, technical data, or know-how, including, but not limited to, the Training Materials, any emails, instant messages (IMs), or Skype conversations between Company and the Recipient, any accompanying manuals or documentation, anything which relates to the Training Program or Materials, research, business plans, marketing plans, contract terms, budgets, product plans, products, services, customers, vendors, markets, software, developments, inventions, processes, designs, drawings, creative materials, advertisements, engineering, hardware configuration information, and marketing or finances of the Company, whether communicated in writing, orally, or through electronic means.
Confidential information does not include information which was already in the possession of the Recipient; information that is in the public domain, or information which the Recipient becomes aware of through a third party that is in lawful possession of such information. Recipient acknowledges that the unauthorized disclosure of the Training Materials or Confidential Information to third parties would cause serious harm to the Company and would be a breach of this Agreement.
Recipient agrees to safeguard and protect the confidentiality of the Company’s Confidential Information, including specifically the Training Materials. Recipient agrees to give prior notification before releasing any information to any government or law enforcement agency that requests such information or in response to any warrants or other legal process, unless directed otherwise pursuant to valid legal process. Recipient acknowledges and agrees that any breach of this Agreement would cause irreparable harm to the Company and agrees that the Company may seek an immediate injunction against any actual or threatened breach of this Agreement without the necessity of posting a bond.
Recipient further acknowledges and agrees that any unauthorized disclosure of the Training Materials or any other Confidential Information will result in the Recipient’s immediate termination from the Training Program and forfeiture of all fees paid for the Training Program; this remedy is in addition to any other rights and remedies available to Company.
Upon termination for breach Recipient agrees to immediately return or destroy all confidential information of the Company that is in its possession, including all copies of the Training Materials.
. No Copies. No copies may be made or retained by Recipient of any Training Materials, examples, creative materials or prototypes without the express written permission of Company.
. Return of Training Materials. Upon conclusion of the Training Program, upon termination of this Agreement or at Company’s request, Recipient will return or destroy all copies of the Training Materials in Recipient’s possession and will confirm in writing that all Training Materials and confidential materials have been returned or destroyed.
. Waiver. Failure of Company to invoke any right, condition, or covenant in this Agreement shall not be deemed to imply or constitute a waiver of any rights, condition, or covenant by Company and Recipient may not rely on such failure. No claim or right arising out of the breach of this Agreement can be discharged in whole or in part by a waiver or renunciation of such claim or right unless the waiver or renunciation is in writing signed by the Company.
. Assignment. Recipient may not assign or delegate any or all of its rights, obligations, or duties under this Agreement without the prior written consent of the Company, which may be withheld in its sole discretion.
. Successors. This Agreement shall inure to the benefit of and be binding on the heirs, legal representatives, successors, and permitted assigns of the parties.
. Relationship. The relationship of the parties under this Agreement is one of independent contractors and no agency, partnership, joint venture, or similar relationship is created hereby. Except as specifically authorized, neither party shall have any authority to assume or create obligations on the other party’s behalf. Neither party shall take any action that has the effect of creating the appearance of its having such authority.
. Entire Agreement and Amendments. This writing is intended by the parties as a final expression of their agreement and is intended also as a complete and exclusive statement of the terms of their Agreement. No course of prior dealings between the parties and no usage of trade shall be relevant to supplement or explain any term used in this Agreement. No amendment or extension of this Agreement shall be binding unless in writing and signed by both parties.
. Severability. If a court or arbitrator of competent jurisdiction holds any provision of this Agreement to be illegal, unenforceable, or invalid in whole or in part for any reason, the validity and enforceability of the remaining provisions, or portions of them, will not be affected.
. Governing Law, Venue and Lawyer’s Fees. This Agreement and all rights and obligations hereunder, including matters of construction, validity, and performance, shall be governed by and construed according to the laws of the United Kingdom.
Any disputes arising under this Agreement will be resolved by binding Arbitration and venued in the courts of the United Kingdom. This provision will in not limit the Company’s right to obtain an injunction as described above. In any action brought to enforce any provision of this Agreement, the losing party shall pay the prevailing party’s reasonable lawyer fees and costs.
. Simultaneous Execution. This Agreement may be executed simultaneously in two or more counterparts, each of which will be deemed an original but all of which together will constitute one and the same instrument.
. Refund Policy. Due to the nature of this promotion all sales are final and there are NO Refunds. If you are not clear on what you are purchasing we will be happy to provide you with more information in order to enable you to make an informed purchasing decision, we can be reached at firstname.lastname@example.org