This Non-disclosure Agreement (this “Agreement”) is made effective as of the date of registration for an affiliate account (the “Effective Date”), by and between Raw Fusion Living, LLC dba Natural Wellness Academy (the “Owner”), of 3853 Northdale Blvd Suite 145, Tampa, Florida 33624, and the affiliate (the “Affiliate”).
Propietary information about our online course programs may be shared with the Affiliate in order for the Affiliate to assist Natural Wellness Academy / Raw Fusion Living, LLC with the marketing of the program. The Owner has requested and the Affiliate agrees that the Affiliate will protect the confidential material and information which may be disclosed between the Owner and the Affiliate. Therefore, the parties agree as follows:
I. CONFIDENTIAL INFORMATION. The term “Confidential Information” means any information or material which is proprietary to the Owner, whether or not owned or developed by the Owner, which is not generally known other than by the Owner, and which the Affiliate may obtain through any direct or indirect contact with the Owner. Regardless of whether specifically identified as confidential or proprietary, Confidential Information shall include any information provided by the Owner concerning the business, technology and information of the Owner and any third party with which the Owner deals, including, without limitation, business records and plans, trade secrets, technical data, product ideas, contracts, financial information, pricing structure, discounts, computer programs and listings, source code and/or object code, copyrights and intellectual property, inventions, sales leads, strategic alliances, partners, and customer and client lists. The nature of the information and the manner of disclosure are such that a reasonable person would understand it to be confidential
A. “Confidential Information” does not include:
- matters of public knowledge that result from disclosure by the Owner;
- information rightfully received by the Affiliate from a third party without a duty of confidentiality;
- information independently developed by the Affiliate;
- information disclosed by operation of law;
- information disclosed by the Affiliate with the prior written consent of the Owner;
- and any other information that both parties agree in writing is not confidential.
II. PROTECTION OF CONFIDENTIAL INFORMATION. The Affiliate understands and acknowledges that the Confidential Information has been developed or obtained by the Owner by the investment of significant time, effort and expense, and that the Confidential Information is a valuable, special and unique asset of the Owner which provides the Owner with a significant competitive advantage, and needs to be protected from improper disclosure. In consideration for the receipt by the Affiliate of the Confidential Information, the Affiliate agrees as follows:
- No Disclosure. The Affiliate will hold the Confidential Information in confidence and will not disclose the Confidential Information to any person or entity without the prior written consent of the Owner.
- No Copying/Modifying. The Affiliate will not copy or modify any Confidential Information without the prior written consent of the Owner.
- Unauthorized Use. The Affiliate shall promptly advise the Owner if the Affiliate becomes aware of any possible unauthorized disclosure or use of the Confidential Information.
- Application to Employees. The Affiliate shall not disclose any Confidential Information to any employees of the Affiliate, except those employees who are required to have the Confidential Information in order to perform their job duties in connection with the limited purposes of this Agreement. Each permitted employee to whom Confidential Information is disclosed shall sign a non-disclosure agreement substantially the same as this Agreement at the request of the Owner.
III. UNAUTHORIZED DISCLOSURE OF INFORMATION – INJUNCTION. If it appears that the Affiliate has disclosed (or has threatened to disclose) Confidential Information in violation of this Agreement, the Owner shall be entitled to an injunction to restrain the Affiliate from disclosing the Confidential Information in whole or in part. The Owner shall not be prohibited by this provision from pursuing other remedies, including a claim for losses and damages.
- RETURN OF CONFIDENTIAL INFORMATION. Upon the written request of the Owner, the Affiliate shall return to the Owner all written materials containing the Confidential Information. The Affiliate shall also deliver to the Owner written statements signed by the Affiliate certifying that all materials have been returned within five (5) days of receipt of the request.
- RELATIONSHIP OF PARTIES. Neither party has an obligation under this Agreement to purchase any service or item from the other party, or commercially offer any products using or incorporating the Confidential Information. This Agreement does not create any agency, partnership, or joint venture.
- NO WARRANTY. The Affiliate acknowledges and agrees that the Confidential Information is provided on an “AS IS” basis. THE OWNER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE CONFIDENTIAL INFORMATION AND HEREBY EXPRESSLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL THE OWNER BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THE PERFORMANCE OR USE OF ANY PORTION OF THE CONFIDENTIAL INFORMATION. The Owner does not represent or warrant that any product or business plans disclosed to the Affiliate will be marketed or carried out as disclosed, or at all. Any actions taken by the Affiliate in response to the disclosure of the Confidential Information shall be solely at the risk of the Affiliate.
VII. LIMITED LICENSE TO USE. The Affiliate shall not acquire any intellectual property rights under this Agreement except the limited right to use as set forth above. The Affiliate acknowledges that, as between the Owner and the Affiliate, the Confidential Information and all related copyrights and other intellectual property rights, are (and at all times will be) the property of the Owner, even if suggestions, comments, and/or ideas made by the Affiliate are incorporated into the Confidential Information or related materials during the period of this Agreement.
VIII. INDEMNITY. Each party agrees to defend, indemnify, and hold harmless the other party and its officers, directors, agents, affiliates, distributors, representatives, and employees from any and all third party claims, demands, liabilities, costs and expenses, including reasonable attorney’s fees, costs and expenses resulting from the indemnifying party’s material breach of any duty, representation, or warranty under this Agreement.
- ATTORNEY’S FEES. In any legal action between the parties concerning this Agreement, the prevailing party shall be entitled to recover reasonable attorneys fees and costs.
- GENERAL PROVISIONS. This Agreement sets forth the entire understanding of the parties regarding confidentiality. The obligations of confidentiality shall survive indefinitely from the date of disclosure of the Confidential Information. Any amendments must be in writing and signed by both parties. This Agreement shall be construed under the laws of the State of Florida. This Agreement shall not be assignable by either party. Neither party may delegate its duties under this Agreement without the prior written consent of the other party. The confidentiality provisions of this Agreement shall remain in full force and effect at all times after the effective date of this Agreement. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining portions of this Agreement shall remain in full force and effect and construed so as to best effectuate the original intent and purpose of this Agreement.
- SIGNATORIES. This Agreement shall be executed by LindaJoy Rose, President, on behalf of Raw Fusion Living, LLC dba Natural Wellness Academy and the Affiliate and delivered in the manner prescribed by law as of the date first written above.