MANE LUXE®️ NDA-AGREEMENT
The Owner has requested, and the Recipient agrees, that the Recipient will protect the confidential material and information which may be disclosed between the Owner and the Recipient. Therefore, the parties agree as follows:
CONSIDERATION: Owner promises to disclose information that is considered confidential, proprietary, or otherwise novel. In exchange for this information, Recipient promises to keep the information disclosed of or in relation to this Agreement a secret according to the sections set forth below.
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 Recipient may obtain through any direct or indirect contact with the Owner. Regardless of whether specifically identified as confidential or proprietary, Confidential Information shall include all technical and non- technical information related to Mane Luxe Extension Method, hair extension installation and applications provided Owner to Recipient, including but not limited to patent(s) and patent applications, trade secret, and copyrighted information proprietary information-- ideas, techniques, sketches, drawings, works of authorship, models, inventions, know-how, processes, apparatuses, equipment, algorithms, software programs, software source documents, and formulae related to the current, future, and proposed products and services of each of the parties, and including, without limitation, their respective information concerning research, experimental work, development, design details and specifications, engineering, financial information, procurement requirements, purchasing, manufacturing, customer lists, investors, employees, business and contractual relationships, business forecasts, sales and merchandising, marketing plans and information the disclosing party provides regarding third parties 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.
i. "Identification of Confidential Information”
The parties acknowledge that the Confidential Information is embodied in tangible teaching materials (including without limitation, software, hardware, drawings, graphs, charts, disks, tapes, prototypes and samples), as well as communication, either verbally, written or via social media provided by Owner to Recipient as part of training and/or education to use Owners’s hair extension method, either as a franchisee, licensee or employee of Owner.
A. Confidential Information shall not include the following:
information which is or becomes publicly available other than as a result of a violation of this Agreement by Receiving Party or itsRepresentatives;
information which is or becomes available on a non-confidential basis from a Person (as defined below) other than Disclosing Party or any of its Representatives who is not known to the Receiving Party or any of its Representatives to be prohibited from disclosing such information pursuant to a legal, contractual or fiduciary obligation to the Disclosing Party or any of its Representatives;
information which the Receiving Party can demonstrate was available to Receiving Party or its Representatives on a non-confidential basisprior to its disclosure by Disclosing Party or its Representatives from a Person who was not known to the Receiving Party or any of its Representatives to be prohibited from disclosing such information pursuant to a legal, contractual or fiduciary obligation to the Disclosing Partyor any of its Representatives.
information which the Receiving Party can demonstrate was developed independently by those Representatives of the Receiving Party who or which did not have access to the Confidential Information.
. As used in this Agreement, the following terms have the following meanings: (i) “Person” means any natural person, corporation, limited liability company, cooperative, partnership, trust, estate, joint venture, association or any other legal entity, including a governmental authority or agency; (ii) “Affiliate” means, with respect to any Person, any Person that directly or indirectly through one or more intermediaries controls, is controlled by, or is under common control with, such specified Person (and the term “control” of a specified Person, including, with correlative meanings, the terms “controlled by” and “under common control with,” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract orotherwise); (iii) “Representative” means, as to any Party, such Party’s Affiliates and the respective directors, officers, contractors, agents, advisors (including, without limitation, financial and technical advisors, legal counsel and accountants), and existing or potential lenders or funding sources of such Party and its Affiliates; and (iv) “Trade Secrets” means that portion of the Confidential Information that constitutes trade secrets, as defined by Applicable Law (as defined below), including, without limitation, confidential computer programs, software, designs, processes,procedures,
equipment, data, reports, product specifications, formulas, improvements, on-line terminal designs, software applications and specialized knowledge, whether copyrightable or not.
PROTECTION OF CONFIDENTIAL INFORMATION: The Recipient 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 Recipient of the Confidential Information, the Recipient agrees as follows:
A. No Disclosure: The Recipient will hold the Confidential Information in confidence and will not disclose the Confidential Information to any person or entity.
B. No Copying/Modifying: The Recipient will not copy or modify any Confidential Information without the prior written consent of the Owner.
C. No Photography/Videography: The Recipient will not share or post photos and videos of any Confidential Information.
B. No Teaching/Educating: The Recipient will not teach, educate or allow to shadow the confidential information to any person, entity and employee.
C. Unauthorized Use: The Recipient shall promptly advise the Owner if the Recipient becomes aware of any possible unauthorized disclosure or use of the Confidential Information.
D. Application to Employees: The Recipient shall not disclose any Confidential Information to any employees of the Recipient, 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.
UNAUTHORIZED DISCLOSURE OF INFORMATION - INJUNCTION AND LIQUIDATED DAMAGES: If it appears that the Recipient 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 Recipient 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, and liquidated damages in the amount of $100,000 in addition to any other damages incurred. As long as neither of us share important information discussed during our meeting(s), this section will not be used.
RETURN OF CONFIDENTIAL INFORMATION: Upon the written request of the Owner, the Recipient shall return to the Owner all written materials containing the Confidential Information. The Recipient shall also deliver to the Owner written statements signed by the Recipient 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 Recipient 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 Recipient will be marketed or carried out as disclosed, or at all. Any actions taken by the Recipient in response to the disclosure of the Confidential Information shall be solely at the risk of the Recipient.
NO LICENSE: Receiving Party acknowledges that the Confidential Information (excluding the Evaluation Materials) and all intellectual property embodied therein is and at all times remains the sole and exclusive property of Disclosing Party and that Disclosing Party has the exclusive right, title and interest to its Confidential Information (excluding the Evaluation Materials). No right or license, by implication or otherwise, is granted by Disclosing Party as a result of disclosure of Confidential Information under this Agreement. Disclosing Party reserves the right at any time in its sole discretion, for any reason or no reason, to refuse to provide any further access to and to demand the return of the Confidential Information.
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 attorney's fees and costs.
TERM: The obligations of this Agreement shall survive two (2) years from the Effective Date or until the Owner sends the Recipient written notice releasing the Recipient from this Agreement. After that, the Recipient must continue to protect the Confidential Information that was received during the term of this Agreement from unauthorized use or disclosure for an additional two (2) years.
GENERAL PROVISIONS: This Agreement sets forth the entire understanding of the parties regarding confidentiality. Any amendments must be in writing and signed by both parties. This Agreement shall be construed under the laws of the State of California. 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 in accordance with the terms 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. The headings in this Agreement are provided for convenience and are to be excluded in an instance of ambiguity.
The Parties understand and agree this is a legal representation.