WHEREAS, OLA provides coaching services, and Student wishes to retain OLA to provide coaching services (the “Services”), and in consideration of providing Services OLA requires Student to keep certain proprietary information confidential, and Student agrees to keep this proprietary information confidential.
NOW THEREFORE, the Parties agree as follows:
- Confidentiality & Non-Disclosure. “Confidential Information” shall mean information that (i) is not known by actual or potential competitors of OLA or is not generally available to the public, (ii) has been created, discovered, developed, or otherwise become known to OLA or in which property rights have been assigned or otherwise conveyed to OLA, and (iii) has material economic value or potential material economic value to OLA’s present or future business. “Confidential Information” shall further include, without limitation, trade secrets (as defined under the current applicable law, including any successor statute) and all other discoveries, developments, improvements, inventions, formulas, work product, processes, methodologies, drawings, graphics, techniques, know-how, negative know-how, data, research, techniques, technical data, and other information used to access or otherwise view any information whatsoever pertaining to OLA, and any modifications or enhancements of any of the foregoing, disclosed either directly or indirectly, in writing, orally, or by drawings or observation to Student, that has actual or potential economic value to OLA, all of which shall be deemed confidential and proprietary. Notwithstanding any other provision of this Agreement, each party acknowledges that Proprietary Information does not include any information that the Student can demonstrate (iv) was publicly available at the time of disclosure, or later became publicly available through no act or omission of the Student; (v) was already in the Student’s possession at the time of disclosure; or (vi) was received by Student from a third party without any obligation of confidentiality.
- Use of Confidential Information. Student shall only use the Confidential Information for learning purposes pursuant to the Services OLA provides, and for no other reason. This includes, without limitation, selling the Confidential Information to third parties for commercial purposes or otherwise, or sharing, disclosing, reproducing, distributing, transmitting, reverse engineering, decompiling, or disassembling the Confidential Information.
- Ownership of Confidential Information; No License. OLA is the sole and exclusive owner of the Confidential Information, and owns all copyrights, patent rights, trade secret rights, confidential information rights, and all other property rights therein. The disclosure of the Confidential Information to Student does not confer upon Student any license, interest, or rights of any kind in and to the Confidential Information. All improvements, enhancements, modifications, or otherwise of the Confidential Information shall be the sole and exclusive property of OLA, and Student hereby irrevocably assigns and transfers any and all such rights to OLA without any license, interest, or rights, including, without limitation, rights to royalties or other compensation.
- Term. This Agreement shall remain in full force and effect in perpetuity regarding trade secrets (as defined per applicable law, including a successor statute), and three (3) years after the Effective Date for all other Confidential Information.
- Remedies for Breach. The Parties acknowledge that the Confidential Information protected by this Agreement is of a special character, such that money damages would not be sufficient to award or compensate for any unauthorized use or disclosure of such information. The Parties agree that injunctive and other equitable relief would be appropriate to prevent any such actual or threatened unauthorized use or disclosure, and that OLA shall be entitled to money damages, insofar as they can be determined, including, without limitation, all reasonable costs and attorneys’ fees incurred by OLA in enforcing the provisions of this Agreement. These remedies are not exclusive.
- Governing Law & Jurisdiction. Tennessee law (United States) shall govern the interpretation of this Agreement, without reference to rules regarding conflicts of law. Any dispute arising out of this Agreement shall be submitted to a state court sitting in Sevier County, Tennessee, or federal court sitting in Sevier County, Tennessee, which shall have the exclusive subject matter and personal jurisdiction regarding the dispute and to whose jurisdiction the Parties irrevocably submit regardless of domicile of the Party.
- No Waiver; Severability. No waiver of any term, provision, or condition of this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be or be construed as a further or continuing waiver. If any term or provision of this Agreement shall to any extent be found to be invalid, void, or unenforceable, the remaining provisions of this Agreement shall continue in full force and effect without being impaired or invalidated.
- Counterparts; Binding on Successors. This Agreement may be executed in multiple counterparts, each of which shall constitute an original and all of which together shall constitute one instrument. This Agreement shall be binding on and inure to the benefit of each Party’s heirs, legal representatives, successors, and assigns.
- Entire Agreement. This Agreement constitutes the Parties’ Agreement with respect to the subject matter hereof and supersedes any and all prior statements or agreements, both written and oral. If the Parties signed a separate agreement regarding the Services, the provisions of this Agreement shall supersede all such conflicting provisions. No modification or alteration of this Agreement shall be effective unless made in writing and signed by both Parties.