GLEAM CONFIDENTIALITY AND NONDISCLOSURE AGREEMENT
THIS CONFIDENTIALITY AND NONDISCLOSURE AGREEMENT is made and entered into effective as of __________________by _______________________________________ (“User”), participant in Global Leadership Enhancement & Mentorship Network, Inc.(“GLEAM”) and its associated Programs.
1. Purpose. GLEAM desires to offer participation in their Programs to User. GLEAM must disclose to User certain confidential and proprietary information belonging to GLEAM, and GLEAM is unwilling to disclose such information unless User agrees to be bound by this Agreement.
2. “Confidential Information” means any information disclosed by GLEAM to User either directly or indirectly, in writing, orally or by inspection of tangible objects (including, without limitation, financial information, documents, business plans or methods, donor, mentor or mentee information, projections, marketing information, proprietary information, trade secrets and technical information) relating to GLEAM Certain of the Confidential Information may be owned by GLEAM and such information may be disclosed directly by GLEAM to User. All such information directly disclosed to User by GLEAM shall constitute “Confidential Information.” “Confidential Information” shall include but not be limited to, all materials marked “Confidential.” “Confidential Information” shall not, however, include any information which (i) is publicly known; (ii) becomes publicly known after disclosure by GLEAM to User through no action or inaction of User; or (iii) was independently acquired or developed by User without violating any obligations under this Agreement and without the use of any Confidential Information.
3. Non-use and Non-disclosure. User shall not use any Confidential Information except as specifically directed by GLEAM in writing. User agrees not to disclose any Confidential Information to third parties or to its employees, except those senior-level employees who are required to have the information in order for Prospect to perform the services as directed by GLEAM. User shall not reverse engineer, disassemble or decompile any prototypes, software or other tangible objects which embody the Confidential Information. If User should be required to disclose Confidential Information pursuant to a legal proceeding, statute or court order, User shall give prompt written notice of such requirement to GLEAM prior to such disclosure, and shall provide commercially reasonable assistance in obtaining a protective order preventing public disclosure.
4. Indemnification. User, including its affiliates, assigns, successors, heirs, officers, directors, members, or anyone else acting on User’s behalf, hereby agrees to indemnify, defend, and hold harmless GLEAM and its officers, directors, volunteers, advisory board members, employees, independent contractors, shareholders, equity owners, and agents (the “GLEAM Indemnitees”) from any and all liabilities, damages, business interruptions, delays, losses, claims, judgments or any kind whatsoever, including, all costs, attorneys’ fees, and expenses incidental thereto (“Losses”) to which the GLEAM Indemnitees may become subject to in connection with any matter arising out of this Agreement, except to the extent that such Losses were the result of GLEAM’s gross negligence or willful misconduct in performing its obligations under this Agreement. It is the intention of GLEAM and User that indemnity obligations under this Section 4 apply both to direct and indirect claims. It is the further intention of the GLEAM and User that the standard of care and liability for breach of this Agreement is subject to conduct or activities which constitute gross negligence, or willful misconduct, or fraud.
5. No Obligation. Nothing herein shall obligate GLEAM to allow the User to participate in any Program. 6. No Warranty. ALL CONFIDENTIAL INFORMATION IS PROVIDED “AS IS”.
7. Return of Materials. All documents and other tangible objects containing or representing Confidential Information shall be and remain the property of GLEAM and shall be promptly returned to GLEAM upon written demand.
8. No Licenses. Nothing in this Agreement is intended to grant any rights to User under any patent or copyright of GLEAM, nor shall this Agreement grant User any rights in or to the Confidential Information except as expressly set forth herein.
9. Term. The obligations of User to comply with this Agreement shall survive indefinitely or until such time as Confidential Information becomes publicly known and made generally available through no action or inaction of User.
10. Remedies. Any violation or threatened violation of this Agreement may cause irreparable injury to GLEAM, entitling GLEAM to seek injunctive relief in addition to all other legal remedies. User agrees to waive any requirement for the securing or posting of any bond in connection with such remedy. Any dispute arising from the terms of this Agreement will be venued exclusively in state or federal courts sitting in the State of Delaware.
11. Miscellaneous. This Agreement shall be governed by the laws of the State of Delaware, without reference to conflict of laws principles. This document contains the entire agreement with respect to the subject matter hereof. Any failure of GLEAM to enforce any provision of this Agreement shall not constitute a waiver thereof or of any other provision. GLEAM is an intended third party beneficiary of this Agreement. This Agreement may not be amended, nor any obligations waived, except in writing signed by GLEAM and User. If any provision of this Agreement is held to be invalid or unenforceable, the remaining parts thereof will continue to be valid as though the unenforceable parts had not been included herein.
EXECUTED as of the date first above written.
GLEAM
By:
Its:
USER:
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By:
Its:
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