NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT
1. Confidential Information.
Confidential Information includes certain non-public or proprietary information including but not limited to all information, whether oral or in writing, furnished to the Person, and all copies thereof, Agreements, business concept(s), business plan(s), revenue models, analyses, compilations, data, financial data, pricing information, client information, investment information, systems information, studies, operational information, or any and all other communications, documents, or information relating to the business of the Business. In addition, the Person will not communicate directly or indirectly with any person or entity that either the Person or its Person or its heirs, successors or assigns, knows has any agreement or relationship with the Business or any of its affiliates in connection with any matter which is the subject of the Confidential Information, without the prior written consent of the Business.
The Confidential Information shall: (a) not be used by the Person or its heirs, successors or assigns, in any way that may be detrimental to the Business or its affiliates; (b) not be disclosed by the Person or its heirs, successors or assigns, in any manner whatever, in whole or in part, without the prior written consent of the Business; and (c) not be used by the Person or its Person or its heirs, successors or assigns, directly or indirectly, for any purpose other than to assist the Business.
3. Information in the Public Domain.
This Agreement does not apply to any information which becomes generally available to the public or is generally available in the public domain, other than as a result of a disclosure in violation of the provisions of this Agreement.
4. Return of Confidential Information.
If the relationship between the Business and the Person is terminated, for any reason whatsoever, or if the Business so requests for any reason whatsoever, the Person will promptly, upon the request of the Business, deliver to the Business or destroy, as the case may be, all Confidential Information furnished by the Business or its representatives to the Person or its heirs, successors or assigns, or prepared by the Person or its heirs, successors or assigns, constituting or containing Confidential Information, without retaining copies thereof. The Person’s obligations hereunder shall continue in full force and effect notwithstanding any termination of the relationship between the Business and the Person. That the Postpartum Mamas Program not be copied and used within facilities without purchasing the program directly with Postpartum Mamas each year. A one-year contract must be signed, and the contract is re-evaluated and renewed each year, depending upon the tables and facilities needs per location. Facility rates all apply as stated on Facility Membership Form Rates.
During his/her involvement with the Business, and for a period of one (1) year after the termination of said relationship for any reason, the Person shall not, directly or indirectly:
for consideration or otherwise, compete in any manner with the Business, whether directly or indirectly;
induce or attempt to induce any individual involved directly or indirectly with the Business to engage in other activities;
induce or attempt to induce any individual involved directly or indirectly with the Business to terminate his/her or his/her association with the Business;
make use of or interfere with substantial relationships of the Business;
attempt to make use of or to misappropriate any good will of the Business; or
commit any act defined as an act of unfair competition under applicable law.
During the term of this Agreement and continuing for 12 months after the termination hereof, neither Party shall directly or indirectly, for its own account or for the account of others, urge, induce, entice, or in any manner whatsoever solicit any employee or affiliate/member or other the Business party without the express written agreement of the Business.
7. General Terms
Neither party may assign its rights or obligations under this Agreement without the consent of the other party, which consent shall not be unreasonably withheld.