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Collaborator & Vendor
Non-Disclosure Agreement
This Nondisclosure Agreement (“Agreement”) is made and entered into as of this day by and between Live Celestial, having a principal place of business at 420 W. Mahoney Ave, Mesa, AZ 85210 and its subsidiaries and/or affiliates (collectively “Celestial”) and the below signed individual/company/corporation (“Recipient”) at the designated address below.
I understand that for safety and legal reasons, all information about anyone who seeks or has received the services of must be kept confidential. This includes any products or services that could be considered proprietary information.
Purpose of Disclosure
The purpose of this Agreement is to permit the parties to evaluate whether to enter into a business relationship and related projects (the “Purpose”). In connection with such discussions, Celestial may disclose Confidential Information (defined below) to Recipient.
Confidential Information
“Confidential Information” shall mean and include (i) samples and prototypes, (ii) all information disclosed in any form or medium (e.g., written, verbal, electronic, visual) which (a) has been identified by Celestial as “Confidential,” “Proprietary” or other appropriate legend indicating the confidential nature of the information or (b) would reasonably be understood to be confidential. Confidential Information includes, but is not limited to, information regarding pricing, customers and prospective customers, vendors and vendor lists, costed bills of materials, processes (including but not limited to manufacturing processes), know-how, designs (including but not limited to designs of enclosures and printed circuit boards), formulae, computer programs, databases, methods of operation, sales techniques, business methods or plans, marketing plans and strategies, finances, management, plant and equipment, and any other business information relating to Celestial, whether constituting a trade secret, proprietary information or otherwise, which has value to Celestial and is treated by Celestial as being confidential.
This also includes the identity of those who seek services, their names, gender, age, number of children, addresses, types of services received, and place where the services were requested or received, and any other information that could identify the individual. I understand that this information is NOT to be shared with anyone including any private or public institutions.
I will maintain the confidentiality of those people I meet at Celestial, (" the establishment") including the identities or personal details of any service provider(s), staff, volunteers, or patrons. Also, because of significant security issues, I understand that the establishment’s location must be kept confidential. I understand that my confidentiality obligation is on-going and it does not end when upon termination of my relationship with this establishment.
Information That Is Not Confidential
Information in the following categories shall not be considered Confidential Information under this Agreement: (a) information which is in the public domain at the time of the receipt under this Agreement; (b) information which comes into the public domain after receipt under this Agreement without a breach of this Agreement by the Recipient; (c) information which the Recipient can show was in the Recipient’s possession before the date of disclosure under this Agreement; (d) information that the Recipient can show was acquired by the Recipient from a third party who was not known by the Recipient to be under an obligation of confidence to Celestial; and (e) information which the Recipient can show was independently developed by the Recipient without reference to Celestial’s Confidential Information.
Disclosure Period and Termination
This Agreement controls Confidential Information which is disclosed from the Effective Date until terminated. Recipient’s duty of non-disclosure under this Agreement shall extend beyond the term of this Agreement for a period of three (3) years from the date of last disclosure. This Agreement may be terminated by either party upon thirty (30) days written notice to the other party. The parties agree that Confidential Information constituting a trade secret shall remain subject to the confidentiality obligations of this Agreement for so long as such Confidential Information qualifies as a trade secret under applicable law.
Duty to Protect
Recipient shall protect the disclosed Confidential Information by using the same degree of care, but no less than a reasonable degree of care, to prevent the unauthorized use, dissemination or publication of the Confidential Information as the Recipient uses to protect its own Confidential Information of a similar nature. Recipient shall (i) limit access to all Confidential Information to its representatives, partners, contractors, vendors, affiliates or employees who shall reasonably require access to the Confidential Information for the purpose set forth above, (ii) shall insure that all such employees have signed a nondisclosure agreement in content substantially similar to this Agreement, (iii) shall use the Confidential Information solely in connection with the Purpose, and (iv) shall use due diligence to insure that all such persons comply with the provisions of this Agreement. Recipient shall be liable for any breach of this Agreement by its employees or representatives.
Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Arizona, without regard to its conflicts of law principles. The parties agree that the state courts of Maricopa County, Arizona and the federal courts located in the State of Arizona shall have exclusive jurisdiction and venue to adjudicate any and all disputes arising out of or in connection with this Agreement. The parties consent to the exercise by such courts of personal jurisdiction over them and each party waives any objection it might otherwise have to venue, personal jurisdiction, inconvenience of forum, and any similar or related doctrine.
Remedies
Recipient agrees that its obligations hereunder are necessary and reasonable in order to protect Celestial and Celestial’s business, and expressly agrees that monetary damages will be inadequate to compensate Celestial for any breach by either party of any covenants and agreements set forth herein. Accordingly, Recipient agrees and acknowledges that any such violation or threatened violation will cause irreparable injury to Celestial and that, in addition to any other remedies that may be available, in law, in equity or otherwise, Celestial will be entitled to seek injunctive relief against the threatened breach of this Agreement or the continuation of any such breach, without the necessity of proving actual damages and without the necessity of posting bond.
Export Restrictions
Recipient acknowledges its obligations to control access to technical data under the U.S. export laws and regulations and agrees to adhere to such laws and regulations with regard to any technical data received under this Agreement.
Entire Agreement
This document contains the complete and exclusive Agreement between the parties, and it is intended to be final expression of their agreement. No promise, representation, warranty or covenant not included in this document has been or is relied upon by any party. Each party has relied upon its own examination of the warranties, representations and covenants expressly contained in the Agreement itself. No modification or amendment of this Agreement shall be of any force unless in writing executed by all parties hereto.
Notices
Wherever one party is required or permitted or required to give written notice to the other under this Agreement, such notice will be given by hand, by certified U.S. mail, return receipt requested, by overnight courier, or by fax and addressed to the appropriate officer of such party (with a copy to the Legal Department) at the address set forth in the preamble. All such notices shall be effective upon receipt. Either party may designate a different notice address from time to time upon giving five (5) days’ prior written notice thereof to the other party.
Assignment
Neither this Agreement nor any rights or obligations hereunder shall be transferred or assigned by either party without the written consent of the other party, which consent shall not be unreasonably withheld or delayed.
Entire Understanding
I agree to abide by the guidelines above. I understand that failure to respect these confidentiality guidelines may result in me being barred from the establishment along with legal action if needed. Depending upon the impact of my confidentiality breach, I may also be subject to civil or criminal liability. This Agreement was created to ensure the safety and privacy of service patrons, staff, and volunteers. I agree to notify an administrator immediately if I have questions or concerns regarding this Agreement.
