NON-DISCLOSURE AGREEMENT 

 This Confidentiality Agreement (the “Agreement”) is made and entered into by and between FirstSTAGES Feeding Specialists, LLC (“Company”), and participants in this Course, Webinar, Mentoring, Coaching, and other classes, effective as of the date of enrollment or participation.

WHEREAS, Company may disclose and Recipient agrees to receive certain confidential information of the Company an on the following terms and conditions.  

NOW THEREFORE, for sufficient consideration it is mutually agreed as follows:


1.              Definitions 

A. Confidential Information. Recipient understands and acknowledges that “Confidential Information” consists of information and materials that are valuable and not generally known by Company’s competitors and Confidential Information includes:


2.              Purpose of Disclosure.

Recipient shall make use of Company’s Confidential Information only for the purpose of receiving the benefit of Company’s products and services for Recipient’s personal or individual business purposes. 

 

3.              Nondisclosure.

In consideration of Company’s disclosure of its Confidential Information to Recipient, Recipient agrees that it will treat Company’s Confidential Information (including trade secrets) with the same degree of care and safeguards that it takes with its own trade secrets, but in no event less than a reasonable degree of care. Recipient agrees, that without Company’s prior written consent, Recipient will not:

(a) disclose Company’s Confidential Information to any third party;

(b) make or permit to be made copies or other reproductions of Company’s Confidential Information; or

(c) make any commercial use of the Confidential Information.

(d) disclose Company’s Confidential Information to Recipient’s employees, business colleagues, agents and consultants, unless (i) they need to know the information in connection with their employment or consultant duties; and (ii) they personally agree in writing to be bound by the terms of this Agreement.

 

4.              Exclusions from Confidential Information

Confidential Information shall not include any such information which:

a.              was already known to the Recipient prior to its receipt from the Company; as evidenced by Recipient’s files and records in existence before the time of disclosure;

b.              is or becomes public knowledge without breach of this Agreement and through no fault or failure to act by the Recipient or its agents;

c.              is rightfully received by Recipient from a third party without a duty of confidentiality;

d.              is or has been independently developed by Recipient without violation of this Agreement or reference or access to any Confidential Information hereunder; or

e.              is disclosed by Recipient with Company’s prior written approval. 


5.              Obligation by Recipient

When the Confidential Information is required to be disclosed by law, court order, or other governmental demand, Recipient must immediately notify Company of that obligation so that Company can seek a protective order or other remedy. If Recipient in legally compelled to disclose Confidential Information, Recipient shall disclose only that portion of the Confidential Information as a counsel advises it is legally required to be disclosed. Recipient shall use its best efforts to preserve the confidentiality of the Confidential Information, including without limitation, by cooperating with the Company to obtain an appropriate protective order.

 

6.              Return of Materials

Upon Company’s request, Recipient shall promptly (within 30 days) return all original materials provided by Company and any copies, notes or other documents in Recipient’s possession pertaining to Company’s Confidential Information.

 

7.              Ownership of Confidential Information

All Confidential Information disclosed under this Agreement shall be and remain the property of Company and nothing contained in this Agreement shall be construed as granting or conferring any rights to such Confidential Information on Recipient.  Company shall own all intellectual property rights in and to the Confidential Information together with any and all other materials which may be provided to the Recipient in connection with this Agreement, which may not be duplicated or otherwise used other than by Recipient for Recipient’s personal or internal business purposes as contemplated hereby.


8.              Term and Termination

This Agreement and Recipient’s duty to hold Company’s Confidential Information in confidence shall remain in effect until the above-described Confidential Information are no longer trade secrets or, in the case of non-trade secrets, for a period of ten (10 years) following termination hereof.


9.              Governing Law

The validity, construction, and enforceability of this Agreement shall be governed by the law of the Commonwealth of Virginia.

 

10.              Amendment or Modifications

 This Agreement may not be amended except in writing signed by a duly authorized representatives of the Company and Recipient.

 

11.              Injunctive Relief

 Recipient recognizes and acknowledges that any breach or threatened breach of this Agreement by Recipient may cause Company irreparable harm for which monetary damages may be inadequate. Recipient agrees, therefore, that Company shall be entitled to an injunction to restrain Recipient from such breach or threatened breach. Nothing in this agreement shall be construed as preventing Company from pursuing any remedy at law or in equity for any breach or threatened breach of this agreement.

 

12.              Attorney Fees

 In any legal action arises relating to this Agreement, the prevailing party shall be entitled to recover all court costs, expenses and reasonable attorney fees.

 

13.              Warranty

Discloser warrants that it has the right to make the disclosure under this Agreement. NO OTHER WARRANTIES ARE MADE BY DISCLOSER UNDER THIS AGREEMENT. ANY INFORMATION DISCLOSED UNDER THIS AGREEMENT IS PROVIDED “AS-IS.