STRONG PILATES USA
NON-DISCLOSURE AGREEMENT
This Non-Disclosure Agreement (the "Agreement") is entered into on the date set out in Item 1 of the Schedule by and between Strong Pilates US, Inc, a Texas corporation of 101 Colorado Ste., Apt 1501 Austin, Texas (including its affiliates and related body corporates) (the "Disclosing Party") and the party named in Item 2 of Schedule 1 (the "Receiving Party"), collectively referred to as the "parties" for the purpose of preventing the unauthorized disclosure of Confidential Information as defined below.
WHEREAS, Disclosing Party is in possession of certain general business information and beta testing processes and products that has or could have commercial value or other utility in the business in which Disclosing Party is engaged and which is maintained with confidentiality (hereinafter collectively referred to as "Confidential Information" This includes, but is not limited to, beta testing products, materials, processes, financial information, names, and trade secrets.
OPERATIVE PROVISIONS
NOW, THEREFORE, Disclosing Party and Receiving Party agree as follows:
(1) Receiving Party shall hold and maintain the Confidential Information in strictest confidence for the sole and exclusive benefit of the Disclosing Party. Any information, whether orally or written, communicated to or provided to Receiving Party by Disclosing Party shall constitute as Confidential Information unless noted otherwise. Receiving Party shall not, without the prior written approval of the Disclosing Party, use for Receiving Party's benefit, publish, copy, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of the Disclosing Party, any Confidential Information. Receiving Party shall return to Disclosing Party any and all equipment, records, notes, and other written, printed, or tangible materials in its possession pertaining to Confidential Information immediately if Disclosing Party requests it in writing.
(2) Receiving Party's obligations under this Agreement do not extend to information that is publicly known at the time of disclosure or becomes publicly known through no fault of the Receiving Party, learned by the Receiving Party through legitimate means other than from Disclosing Party or its representatives, or is disclosed by Receiving Party with Disclosing Party's prior written approval.
(3) Receiving Party's obligations pursuant to this Agreement with respect to each disclosure of Confidential Information by Disclosing Party shall remain in full force and effect for one (1) year from the date of such disclosure.
(4) Nothing contained in this Agreement shall be deemed to constitute either party a partner, joint venturer, independent contractor, or employee of the other party for any purpose.
(5) This Agreement shall constitute the entire understanding between the parties with respect to the Confidential Information and supersedes any other agreement or understanding between the parties about the Confidential Information. No modification to this Agreement shall be effective unless in writing and signed by both parties.
(6) Receiving party further agrees it will not use Confidential Information in any manner or purpose, including, but not limited to, competing with Disclosing Party, solicitation of clients, solicitation of members, or solicitation of current or potential franchisees.
(7) This Agreement shall be construed under and in accordance with the laws of the State of Texas.
(8) If a court finds any term or provision of this Agreement or the application thereof to be invalid or unenforceable, the remainder of this Agreement shall be unaffected, and each remaining term or provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.
(9) The failure to exercise any right provided in this Agreement shall not be a waiver of prior or subsequent rights.
(10) Any misappropriation of Confidential Information in violation of this Agreement may cause Disclosing Party irreparable harm, the amount of which may be difficult to ascertain, and therefore Receiving Party agrees that Disclosing Party shall have the right to apply to a court of competent jurisdiction for an order enjoining any such further misappropriation and for such other relief as Disclosing Party deems appropriate. This right of Disclosing Party is to be in addition to the remedies otherwise available to Disclosing Party.
(11) Receiving Party agrees to indemnify Disclosing Party against any and all losses, damages, claims or expenses incurred or suffered by Disclosing Party as a result of Receiving Party's breach of this Agreement.
(12) In a dispute arising out of or related to this Agreement, the prevailing party shall have the right to collect from the other party its reasonable attorney's fees, costs, and necessary expenditures.
(13) Neither party may assign this Agreement without the prior written consent of the other party.
EXECUTION
IN WITNESS WHEREOF, Disclosing Party and Receiving Party have subscribed their names to this Non-Disclosure Agreement.
For Strong Pilates US Inc
Mark Armstrong, CEO