Non-Disclosure & Confidentiality Agreement
This Non-Disclosure and Confidentiality Agreement ("Agreement") is made and entered into this 02/12/2020, by and between ("Client ") Hamid Hashemi on the one hand and (“Writer”) Ellen B. DeJong .
WHEREAS, Writer will be provided certain written, electronic, printed and/or oral information regarding the other, including but not limited to: information relating to business records and plans, financials, marketing, research, trade secrets and technical information, inventions, designs, product requirements, pricing structure, costs, profitability analysis and other information, which information is proprietary and confidential to the Client and not generally ascertainable to the public ("Confidential Information"), for the purpose of work by Writer in Orthodontic Care Name Project Project, begun on 02/12/2020 by Ink and Key, LLC.
WHEREAS, both parties acknowledge that the information has been or will be developed by Client at significant effort and expense and is sufficiently secret to derive economic value from not being generally known to other persons. Writer also acknowledges that each component of the information constitutes a valuable and protectable trade secret of Client;
Use in Portfolio. Client agrees that Writer will not retain the right to use the design(s) or work(s) submitted to this project in Writer’s portfolio.
NOW, THEREFORE, Writer will occupy a position of trust and confidence with the Client. and in consideration of the recitals and other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, Client and Writer agree as follows:
1. Confidential Information. Writer agrees that it shall not (except as required to carry out its duties and responsibilities) at any time, directly or indirectly, disclose to any person or entity, use for its own benefit or for the benefit of any third Writer, any Confidential Information or material provided to it by the Client or third-parties engaged by Client, whether written or oral. The term "Confidential Information" shall not include information which, by clear and convincing written evidence: (i) was part of the public record at the time of execution of this Agreement; (ii) hereafter becomes part of the public record by publication or otherwise through no action of Writer; (iii) was already known to Writer, as evidenced by written records; (iv) was received by Writer through a source which is not under an obligation of confidentiality to Client; or (v) was independently developed without the use of Client's Confidential Information.
2. Additional Covenants. Writer agrees that, following the receipt of Confidential Information, it shall: (i) undertake all reasonable and appropriate steps to ensure that the secrecy and confidentiality of Confidential Information is maintained; and (ii) if requested pursuant to, or required by, applicable law or regulation or by legal process to disclose any Confidential Information, provide Client with prompt notice of such request(s) to enable Client to seek an appropriate protective order.
3. Use in Portfolio Allowed. Client agrees that Writer will not retain the right to use the work(s) submitted to this project in Writer's portfolio.
4. No Liability. Writer agrees that no covenants, warranties or representations are made by Client or any of Client's representatives with respect to the accuracy or completeness of any Confidential Information, and none of them shall have any liability to Writer arising out of the use of Confidential Information.
5. Remedy. Writer hereby acknowledges that a violation of the provisions of this Agreement may cause irreparable damage to Client, the amount of which may be impossible to quantify, and it is therefore agreed and understood that in the event of such a violation of this Agreement, Client shall be entitled to injunctive relief against such violation, in addition to such other remedies Client may have.
6. Waiver. The waiver by Client of any breach of any provision of this Agreement shall not be construed as a waiver of any subsequent breach, whether of the same or of a different character.
7. Entire Agreement. This agreement, solely with respect to confidentiality of information, sets forth the entire agreement and understanding of the parties and merges all prior discussions between them as to Confidential Information. The Recitals set forth above are hereby incorporated into and made a part of this Agreement by this reference.
8. Governing Law/Venue. This Agreement shall be governed by and construed in accordance with the internal laws of US, without regard to choice or conflict of law rules.
9. Severability. In the event that any provision of this Agreement is determined to be invalid or unenforceable for any reason, such provision shall be deemed modified to the extent required to render it valid, enforceable and binding, and such determination shall not affect the validity or enforceability of any other provision of this Agreement.
10. Successors. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, administrators, executors, successors and assigns.
IN WITNESS WHEREOF, Client and Writer have executed this Agreement as of the day and year first above written.