This Non-disclosure Agreement (this "Agreement") is made effective as of the date below (the "Effective Date"), by and between Inner Wisdom System Inc. DBA White Dove Method (the "Owner"), and the person opening and accessing this material (the "Recipient").
The Owner has requested and the Recipient agrees that the Recipient will protect the confidential material and information presented on this site which may be disclosed between the Owner and the Recipient. 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 Recipient may obtain through any direct or indirect contact with the Owner or Owner's learning materials. 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, trade secrets, technical data, product ideas, copyrights, and intellectual property, and inventions. The nature of the information and the manner of disclosure are such that a reasonable person would understand it to be confidential. All Confidential information in any Inner Wisdom System Inc. DBA White Dove Method will have Copyright “©” prominently displayed throughout the videos where said Confidential material is disclosed.
A. "Confidential Information" does not include:
- matters of public knowledge that result from disclosure by someone other than the Owner;
- information disclosed by operation of law;
- information disclosed by the Recipient 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 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 without the prior written consent of the Owner.
B. No Copying/Modifying. The Recipient will not copy or modify any Confidential Information without the prior written consent of the Owner.
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.
III. UNAUTHORIZED DISCLOSURE OF INFORMATION - INJUNCTION. 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.
IV. NON-CIRCUMVENTION. For a period of five (5) years after the end of the term of this Agreement, the Recipient will not attempt to do business with, or otherwise solicit any business contacts found or otherwise referred by the Owner to the Recipient for the purpose of circumventing, the result of which shall be to prevent the Owner from realizing or recognizing a profit, fees, or otherwise, without the specific written approval of the Owner. If such circumvention shall occur the Owner shall be entitled to any commissions due pursuant to this Agreement or relating to such transaction.
V. 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. Any actions taken by the Recipient in response to the disclosure of the Confidential Information shall be solely at the risk of the Recipient.
VI. LIMITED LICENSE TO USE. The Recipient shall not acquire any intellectual property rights under this Agreement except the limited right to use as set forth above. The Recipient acknowledges that, as between the Owner and the Recipient, 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 Recipient are incorporated into the Confidential Information or related materials during the period of this Agreement.
VII. ATTORNEY'S FEES. I agree that if I breach any of my obligations under this agreement, in addition to all other rights and remedies that Inner Wisdom System Inc. DBA White Dove Method may have against me as stated above, Inner Wisdom System Inc. DBA White Dove Method may seek an injunction against me to stop the prohibited conduct without the need to prove damages or post a bond, and I will be liable for any reasonable attorney’s fees and costs incurred by Inner Wisdom System Inc. DBA White Dove Method in enforcing this agreement. I further agree to cooperate with Inner Wisdom System Inc. DBA White Dove Method, at no charge, to ensure that Vibravision® secures all rights granted to it under this agreement.
VIII. TERM. The obligations of this Agreement shall survive in perpetuity (without expiration) 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 indefinitely.
IX. 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 Utah. 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 term 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.
X. SIGNATORIES. This Agreement shall be executed by Nathan S Zeleznick, CEO of Inner Wisdom System Inc. DBA White Dove Method, or his assigns, on behalf of Inner Wisdom System Inc. DBA White Dove Method and the person registering this account for access to this material.