This Nondisclosure Agreement (the "Agreement") is entered into by and between Birthing Beautiful Communities with its principal offices at 1464 East 105th street, Suite 202, Cleveland Ohio 44106 ("Disclosing Party") and _______________, located at ___________________________________ ("Receiving Party") for the purpose of preventing the unauthorized disclosure of Confidential Information as defined below. The parties agree to enter into a confidential relationship with respect to the disclosure of certain proprietary and confidential information.
1. Definition of Confidential Information.
For purposes of this Agreement, "Confidential Information" shall include any and all information disclosed (orally, in writing and/or through tangible goods or records) by Birthing Beautiful Communities to Receiving Party, before or after the effective date of this Agreement with regard to Birthing Beautiful Communities’s business, strategies, methods, products, production or assets, is considered confidential and a trade secret, as that term is defined by 18 U.S.C. 1893(3) (collectively, the “Confidential Information”). The term Confidential Information also specifically includes: (a) all such information that has been disclosed to Receiving Party prior to the effective date of this Agreement by (i) Disclosing Party, or (ii) a party with a duty of nondisclosure to Disclosing Party, and (b) all reports, analyses, compilations, formulations, studies, notes or other documents prepared by Receiving Party which contains or otherwise reflects such Confidential Information, whether disclosed to Receiving Party by Birthing Beautiful Communities or another party with a duty of nondisclosure to Birthing Beautiful Communities . Birthing Beautiful Communities shall have no obligation to identify specifically any information as to which the protection of this Agreement extends by any notice or other action, and the Receiving Party hereby agrees that all Confidential Information as defined herein is covered by this Agreement. The Receiving Party hereby acknowledges that Birthing Beautiful Communities has delivered, is delivering, and will deliver Confidential Information to the Receiving Party in reliance upon the promises, agreements and understandings of the Receiving Party contained in this Agreement, and on the continuing condition that the Receiving Party fully comply with the promises, agreements and covenants.
2. Exclusions from Confidential Information.
Receiving Party's obligations under this Agreement do not extend to information that is: (a) publicly known at the time of disclosure or subsequently becomes publicly known through no fault of the Receiving Party; (b) discovered or created by the Receiving Party before disclosure by Disclosing Party; (c) learned by the Receiving Party through legitimate means other than from the Disclosing Party or Birthing Beautiful Communities 's representatives; or (d) is disclosed by Receiving Party with Birthing Beautiful Communities 's prior written approval.
3. Obligations of Receiving Party.
Receiving Party shall hold and maintain the Confidential Information in strictest confidence for the sole and exclusive benefit of the Disclosing Party. Receiving Party shall carefully restrict access to Confidential Information to employees, contractors, and third parties as is reasonably required and shall require those persons to sign nondisclosure restrictions at least as protective as those in this Agreement (collectively, the “Authorized Persons”). Receiving Party shall not, without prior written approval of Birthing Beautiful Communities , use for Receiving Party's own benefit, publish, copy, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of Disclosing Party, any Confidential Information. Receiving Party shall return to Disclosing Party any and all records, notes, and other written, printed, or tangible materials in its possession pertaining to Confidential Information immediately if Birthing Beautiful Communities requests it in writing.
4. Ownership of Confidential Information.
All Confidential Information shall remain the property of Birthing Beautiful Communities. Manuals and HAndout remain the property of Birthing Beautiful Communities and are used for educational purposes only and are not to be used outside of the Receiving Parties personal use for any purpose.
The nondisclosure provisions of this Agreement shall survive the termination of this Agreement and Receiving Party's duty to hold Confidential Information in confidence shall remain in effect until the Confidential Information no longer qualifies as a trade secret or until Birthing Beautiful Communities sends Receiving Party written notice releasing Receiving Party from this Agreement, whichever occurs first.
6. No Grant of License; Relationships.
Nothing in this Agreement shall be deemed to confer any intellectual property rights, licenses or other rights to use the Confidential Information, except as otherwise provided in a writing signed by Birthing Beautiful Communities Representative. In addition, nothing contained in this Agreement shall be deemed to constitute either party a partner, joint venturer or sharer of the other party for any purpose.
If a court finds any provision of this Agreement invalid or unenforceable, the remainder of this Agreement shall be interpreted so as best to effect the intent of the parties.
8. Choice of Law and Remedies.
This Agreement shall be governed by and construed pursuant to the laws of the State of Ohio, other than those relating to conflicts of laws. All disputes arising under this Agreement must be litigated in the Cuyahoga County Court of Common Pleas, Cuyahoga County, Ohio, and the parties consent to submit themselves to the exclusive jurisdiction and venue of that Court. The parties further agree that service of process may be made upon them in the manner specified in Section 9 of this Agreement. The parties further acknowledge that money damages are an inadequate remedy for the breach of the terms of this Agreement, and that in addition to any such damages, the non-defaulting party will be entitled to injunctive relief without the necessity of posting a bond. Receiving Party further agrees to protect, indemnify and hold Birthing Beautiful Communities and its directors, officers, and employees harmless from any and all damages, losses, liabilities, costs and/or expenses (including reasonable attorneys’ fees and all court costs) resulting from any unauthorized use and/or disclosure of any Confidential Information and/or the breach of this Agreement by Receiving Party or its Authorized Persons.
Any notice required or permitted to be given under this Agreement shall be deemed sufficiently given if mailed by certified mail, postage prepaid, addressed to the party to be notified at its address shown at the beginning of this Agreement or at such other address as may be furnished in writing by such party.
This Agreement expresses the complete understanding of the parties with respect to the subject matter and supersedes all prior proposals, agreements, representations, and understandings. This Agreement may not be amended except in a writing signed by both parties.
11. No Waiver.
The failure to exercise any right provided in this Agreement shall not be a waiver of prior or subsequent rights.
Receiving Party is prohibited from assigning its rights or delegating its duties arising hereunder in the absence of Birthing Beautiful Communities ’s prior written consent. This Agreement shall inure to and be binding upon the parties and their respective successors and assigns (or permitted assigns in the case of Receiving Party).
13. Counterparts and Facsimiles.
This Agreement may be executed in separate counterparts with different parties signing different counterparts so long as each party signs at least one counterpart. A party’s execution of this Agreement, or any other document relating to the transactions to be consummated under this Agreement, may be evidenced by facsimile or email transmission. A party’s delivery of this Agreement, or any other document relating to the transactions to be consummated under this Agreement, may be effected by facsimile or email transmission.
Each party has signed this Agreement through its authorized representative.
Birthing Beautiful Communities
Printed Name: India Robertson
Title: Director of Expansion and Training
Dated: July 1, 2020