NDA Terms and Conditions

NDA Terms and Conditions

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NDA

This Nondisclosure Agreement (the “Agreement”) is entered into by and between Dr. Toni A.Haley, MD, officer of Williams Wellness Group DBA Lifestyle Coaching with Dr. Toni MD, a Limited Liability Corporation having its principal place of business in IRMO, South Carolina and whose principal mailing address is P.O. Box 2121, Irmo SC 29063 (“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 (“Confidential Information”).

1. Definition of Confidential Information. For purposes of this Agreement, “Confidential Information” shall include all information or material that has or could have commercial value or other utility in the business in which the Disclosing Party is engaged. This definition includes Confidential Information in written form and Confidential Information transmitted orally.a. The Receiving Party shall keep the Confidential Information strictly private and confidential, and subject to terms of this Agreement, not directly or indirectly disclose, publish or divulge to any person the Confidential Information.b. The Receiving Party shall not reproduce in any form any part of a document which contains, is based on, or utilizes the Confidential Information, without the prior written consent of the Disclosing Party or Disclosing Party’s agent.

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) or is disclosed by Receiving Party with Disclosing Party’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, friends, mutual friends, romantic partners, friends in social media and third parties as is reasonably required. Receiving Party shall not, without prior written approval of Disclosing Party, 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, photos,videos, audio recordings and other written, printed, or tangible materials in its possession pertaining to Confidential Information immediately if Disclosing Party requests it in writing.

4. Time Periods. 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 Disclosing Party sends Receiving Party written notice releasing Receiving Party from this Agreement, whichever occurs first.

5. Relationships. Nothing contained in this Agreement shall be deemed to constitute either party a partner, joint venturer or employee of the other party for any purpose.

6. Severability. If a court finds any provision of this Agreement invalid or unenforceable, the remainder of this Agreement shall be interpreted so as best to affect the intent of the parties.

7. Governing Law. This Agreement shall be governed in all respects by the laws of the United States of America and by the laws of the State of South Carolina.

8. Integration. 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.

9. Injunctive Relief. The Receiving Party understands and agrees that monetary damages will not be sufficient to avoid or compensate for the unauthorized use or disclosure of the Confidential Information and that injunctive relief would be appropriate to prevent any actual or threatened use of disclosure of such Confidential Information.

10. Liquidated Damages. In case of unauthorized use or disclosure of the Confidential Information, the Disclosing Party shall be entitled to liquidated damages in the amount of$1,000,000 for each such use or disclosure. Notwithstanding the right to liquidated damages,the Disclosing Party has the right to take any measures available and to claim and receive a higher amount of compensation if the Disclosing Party can prove that the actual damage sustained will exceed the amount of liquidated damages.

11. Waiver. The failure to exercise any right provided in this Agreement shall not be a waiver of prior or subsequent rights.This Agreement and each party’s obligations shall be binding on the representatives, assigns, and successors of such party. Each party has signed this Agreement through its authorized representative.