NDA Terms and Conditions
Confidentiality and Non-Disclosure Agreement
This Agreement, effective (see terms and conditions acceptance date) between Dr. Toni A. Haley, MD, on behalf of Williams Wellness Group, LLC DBA Soar to Excellence® Coaching (hereinafter “Soar to Excellence® Coaching” or “the Disclosing Party”), and , (hereinafter “the Receiving Party”) is for the purpose of preventing the unauthorized disclosure of proprietary and Confidential Information and materials under the terms and conditions as set forth herein. The Disclosing Party and the Receiving Party are collectively referred to herein as “The Parties.”
In consideration of the mutual promises and covenants contained in this Agreement, and intending to be legally bound, the Parties agree to enter into a confidential relationship as follows:
1. Definition of “Confidential Information”
For purposes of this Agreement, “Confidential Information” shall mean information disclosed by Soar to Excellence® Coaching to the Receiving Party that has or could have commercial value or other utility in the business in which Soar to Excellence® Coaching is engaged. Confidential Information shall also include customer lists, strategic plans, company processes and procedures, existing or prospective contracts, assets, vendors, contractors and agents, facts involved in any relevant discussion or negotiation, and any other disclosed information involving or associated with that which Soar to Excellence® Coaching labels “Confidential” or otherwise notifies the Receiving Party in writing or orally that the information is confidential.
2. Nondisclosure and Nonuse of Confidential Information
The Receiving Party shall not, without the prior written approval of Soar to Excellence® Coaching in each instance, or unless otherwise expressly permitted in this Agreement, use for its own benefit, publish, copy, reproduce, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of Soar to Excellence® Coaching, any Confidential Information.
The Receiving Party shall carefully prevent access to Confidential Information to employees, directors, officers, contractors, agents, subsidiaries, affiliates, spouses, family members, friends, friends in social media, associates, and any third parties as is required and shall require those persons to sign nondisclosure restrictions at least as protective as those in this Agreement in the event that they come in contact with the Confidential Information.
3. Ownership of Confidential Information
All Confidential Information remains the property of Soar to Excellence® Coaching, and no license or other right to Confidential Information is granted or implied hereby.
4. Term of Agreement
This Agreement shall remain in effect indefinitely or until Soar to Excellence® Coaching sends the Receiving Party written notice releasing the Receiving Party from this Agreement.
5. Return of Confidential Information
The Receiving Party shall return to Soar to Excellence® Coaching any and all notes, records, videos, photos, audio recordings, spreadsheets, diagrams, plans, and other written, printed, or tangible materials in its possession pertaining to Confidential Information immediately if the Receiving Party violates its obligations hereunder or upon receipt of a written or oral request from Soar to Excellence® Coaching.
6. Binding on Successors
This Agreement and the Receiving Party’s obligations hereunder shall be binding upon the representatives, assigns, successors, and heirs of the Receiving Party and shall inure to the benefit of the assigns and successors of Soar to Excellence® Coaching.
7. Covenants
As further and good consideration, the Receiving Party agrees to the following:
a. Restricted Period. “Restricted Period” shall refer to the term of this Agreement.
b. Restricted Entity. For purposes of this Agreement, “Restricted Entity” shall mean all individuals, companies, or organizations with whom the Receiving Party was able, during this Agreement, to establish contact related to this Agreement.
c. Necessary and Reasonableness of Covenants. Soar to Excellence® Coaching and the Receiving Party agree that the covenants of Section 7 of this Agreement are reasonably limited under the circumstances of the activities contemplated by this Agreement. The Receiving Party further agrees the terms of the covenants of this Section 7 are necessary for the protection of the legitimate interests of Soar to Excellence® Coaching, are reasonably limited in their operation with respect to time, are not unduly harsh and oppressive in curtailing the legitimate efforts of the Receiving Party to survive as an entity, and are supported by valuable consideration.
d. Covenant Not to Interfere with Restricted Entities. The Receiving Party agrees that during the Restricted Period, the Receiving Party shall not, whether individually or on behalf of any business engaged in the production, sale, marketing or promotion of
similar Product or Services, directly or indirectly, interfere with Restricted Entity’s relationship, contractual or otherwise, with Soar to Excellence Coaching. The Receiving Party also agrees not to persuade or attempt to persuade any Restricted Entity to not do business, to cease to do business, or to reduce the frequency of business that it is reasonably or customarily expected to do with Soar to Excellence® Coaching.
e. Covenant Not to Disparage. The Receiving Party, or any person acting for them, agree that the Receiving Party shall not make any critical or disparaging statements or communications, oral or written, about Soar to Excellence® Coaching to any third party, publicly or otherwise.
8. Relationships
Nothing contained in this Agreement shall be deemed to constitute either Party a partner, contractor, joint venturer, or employee of the other Party for any purpose, unless otherwise stated in writing.
9. Injunctive Relief
The Receiving Party understands and acknowledges that any disclosure or misappropriation of any of the Confidential Information in violation of this Agreement may cause Soar to Excellence® Coaching irreparable harm, the amount of which may be difficult to ascertain. Therefore, the Receiving Party agrees that Soar to Excellence® Coaching shall have the right to apply to a court of competent jurisdiction for an order restraining any further disclosure or misappropriation, and for such other relief as Soar to Excellence® Coaching shall deem appropriate. This right of Soar to Excellence® Coaching shall be in addition to the remedies otherwise available to Soar to Excellence® Coaching at law or in equity.
10. Governing Law/Severability
This Agreement shall be governed by and construed in accordance with the laws of the state of South Carolina. 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.
11. Waiver
The failure to exercise any right provided in this Agreement shall not be a waiver of prior or subsequent rights. Each Party has signed this Agreement through its authorized representative.
Additionally, all Confidential Information and materials are provided “AS IS” and Soar to Excellence® Coaching makes no warranty regarding the accuracy or reliability of such information or materials. Soar to Excellence® Coaching will not be liable for any expenses or losses incurred or any action undertaken by the Receiving Party as a result of the receipt of Confidential Information. The entire risk arising out of the use of the Confidential Information remains with the Receiving Party.
12. Integration and Entire Agreement
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.
13. Notices
Any notices or written information pursuant to this Agreement shall be transmitted in writing either by electronic mail or facsimile with return confirmation of receipt or by certified or registered mail, return receipt requested, and shall be sent to the addresses identified below, unless notification of change of address is given in writing. Notice shall be effective upon the date on return receipt from certified or registered mail or in the case of fax or email, upon confirmation of receipt (“Receipt of Notice”).
Williams Wellness Group PO Box 2121
Irmo, SC 29063