MUTUAL NON-DISCLOSURE AGREEMENT
This Non-Disclosure Agreement (“Agreement”) is between Wellness Solutions Group LLC (“WSG”) a limited liability company, Semper Fit Incorporated dba Warrior Wellness Solutions (WWS) a 501c3 nonprofit organization with their principal place of business at 732 9th St. #581 Durham, NC 27705 and ___________________________________.
Name / Name of Entity/s and Location of Entity you represent:
WSG, WWS and _____________________________________.
are jointly referred to as the “Parties,” or singularly as a “Party” and either may be referred to as “Recipient” or “Discloser,” as more fully explained below. This Agreement shall be effective as of _____________________ (“Effective Date”).
As used throughout this Agreement, Parties shall be deemed to include a Party’s Affiliates, auditors, employees, attorneys, agents, assigns, successors, officers, directors, and shareholders.
SCOPE AND PURPOSE; DEFINITIONS.
a) In connection with any Department of Defense, Defense Health Agency, VA Healthcare System, State or local government, corporate healthcare contracting or deliverables or future business relationship contemplated between the Parties (the “Relationship”), the Parties intend to disclose to each other certain Confidential Information, which may include sensitive business information, in order to evaluate and carry out the Relationship.
b) In this Agreement, the term “Discloser” means a Party disclosing Confidential Information, and the term “Recipient” means a Party accessing or receiving Confidential Information. The term “Affiliate” means an entity that directly or indirectly (i) controls, (ii) is controlled by or (iii) is under common control with, a Party, including any subsidiary or successor entity.
a) Subject to Section 2(b), “Confidential Information” means, without limitation:
information maintained as, and considered confidential by a Discloser, whether created by Discloser or a third party for Discloser, and whether in oral, written, graphic, electronic or other form, including but not limited to any business knowledge, know-how, processes, systems, structure and all related data, notes, analysis, compilations, projections, studies, financial plans and records, marketing plans, business strategies, client lists, competitor lists, information relating to pharmaceutical drug manufacturers, current and proposed products, pricing, computer software programs and description of functions and features of software, source code, computer hardware designs, information regarding customers and suppliers, strategic planning and systems, documents, knowledge, notes created by Recipient derived from any of the foregoing, and other information pertaining to Discloser or Discloser’s business, where reasonable steps have been taken by Discloser to maintain the confidentiality of the information. Confidential Information shall include the fact that the Confidential Information has been provided, the existence of this Agreement, the additional fact that discussions or negotiations may be taking place with respect to the Relationship, and any of the terms, conditions or other information with respect to any possible transaction, including the status thereof.
b) Confidential Information does not include information that (i) is or becomes generally available to the public through no fault or action of recipient; (ii) was already known by Recipient prior to disclosure and is not otherwise subject to confidentiality obligations, as demonstrated by written or documented evidence; (iii) is at any time furnished to Recipient by a third party, not subject to confidentiality obligations, who is rightfully in possession of such information, and who rightfully conveys such information to Recipient; or (iv) is independently developed by Recipient without use of Discloser’s Confidential Information.
c) Recipient shall use the same degree of care and protection to maintain the confidentiality of Discloser’s Confidential Information as Recipient uses with respect to its own Confidential Information, but in no event shall Recipient use less than a reasonable standard of care.
d) Subject to Section 2(e), Recipient shall not reveal, publish, disclose or transfer Discloser’s Confidential Information, whether furnished or made available prior to or after the date of this Agreement, to anyone under any circumstances, and shall not use Confidential Information for any purpose, other than to carry out Recipient’s obligations as to the Relationship, or with Discloser’s prior written consent. Recipient will not make copies of the Confidential Information without the written consent of Discloser. Recipient will not (a) disclose any of such Confidential Information to any third party or parties, (b) use such Confidential Information to interfere with any contractual relationship Discloser may have, (c) use such Confidential Information in competition with Discloser or Discloser’s customers, or (d) contact any of Discloser’s customers.
e) Recipient may disclose Discloser’s Confidential Information:
to an employee, corporate member, director, officer, Affiliate, subcontractor or agent of Recipient that has a demonstrable need to know such Confidential Information for the purposes of carrying out or evaluating the Relationship, as long as such persons are informed of the confidential nature of the Confidential Information and agree to comply with the terms of this Agreement; Recipient shall be responsible for any failure of any such persons to whom it discloses Discloser’s Confidential Information to comply with the terms of this Agreement; or
to the extent that such disclosure is required by law, but only after Recipient has given prior written notice of the intended disclosure to Discloser (unless such notice is itself prohibited by law).
f) Upon termination of the Relationship or upon written request by the Discloser, Recipient shall either return or destroy all Confidential Information no later than thirty (30) days after such termination or request. A Recipient may, however, retain an archival copy of Confidential Information. If Recipient is instructed to destroy Confidential Information, Recipient will certify to Discloser in writing of such destruction. g) The restrictions on use and disclosure of Confidential Information under this Agreement shall continue for as long as such Confidential Information remains confidential or a trade secret.
a) Because remedies at law may be inadequate to protect Discloser against breach of this Agreement by Recipient, and without prejudice to any other rights and remedies otherwise available, if Recipient breaches or threatens to breach this Agreement, Discloser will be entitled to injunctive or other similar relief to prevent such breach or further breach, without the necessity of posting any bond or other security. In the event of any breach of this Agreement by a party hereto, the other party shall be entitled to recover its reasonable attorneys’ fees and expenses incurred in obtaining enforcement of the provisions of this Agreement.
a) This Agreement is the entire agreement of the Parties regarding the disclosure and protection of Confidential Information between the Parties, and supersedes any and all other agreements, whether oral or in writing, between the Parties with respect to such matters.
b) Modification or amendment of this Agreement is effective only if in writing and signed by both Parties.
c) No waiver by either Party of any default shall be effective unless in writing, nor will any waiver operate as a waiver of any other default of the same default in the future.
d) If any provision of this Agreement is found to be unenforceable by a court of competent jurisdiction, this Agreement shall be deemed modified to the limited extent required to permit its enforcement in a manner most closely approximating the intention of the Parties as expressed herein.
e) This Agreement will be governed by, and construed in accordance with, the laws of the State of North Carolina without giving effect to principles of conflicts of laws.
f) The Parties do not intend that any partnership or agency relationship be created by this Agreement. The disclosure of Confidential Information does not give any express or implied right or license to Recipient.
g) This Agreement is binding on and inures to the benefit of the Parties’ respective successors and assigns.
h) This Agreement may be executed in one or more counter parts, each of which will be deemed an original, but all of which will constitute but one and the same instrument.
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IN WITNESS WHEREOF, by their signatures below, the Parties have executed this Agreement, effective as of the Effective Date.
Wellness Solutions Group LLC. | Semper Fit Incorporated. dba Warrior Wellness Solutions
Principle | Executive Director
February 15, 2020
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