S3 Member License Holder
NONDISCLOSURE AGREEMENT

 

This Nondisclosure Agreement (the “Agreement”) is entered into by and between Stephen Cabral Studio, LLC (“Disclosing Party”) and  (S3 License Holder) (“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 and/or material in any form that has or could have commercial value or other utility in the business in which Disclosing Party is engaged.  

 

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) discovered or created by the Receiving Party before disclosure by Disclosing Party; (c) learned by the Receiving Party through legitimate means other than from the Disclosing Party or Disclosing Party’s representatives; or (d) 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 and use of the Disclosing Party and Receiving Party.  The Receiving Party shall use the Confidential Information only within the Receiving Party’s city/town of operation. The Receiving party shall in no way disclose, sell, transfer or distribute any of the Confidential Information with any other individual.  Receiving Party shall carefully prevent access to Confidential Information to employees, contractors and 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. Receiving Party shall not, without prior written approval of Disclosing Party, 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, and other written, printed, or tangible materials in its possession pertaining to Confidential Information immediately if Receiving Party violates its obligations hereunder.

 

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, contractor, joint venturer or employee of the other party for any purpose.

 

6. Applicable Law/Severability. The laws and courts of the Commonwealth of Massachusetts shall govern and have jurisdiction over this agreement and any enforcement thereof.  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.

 

7. 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.

 

8. 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.

 

            Additionally, all Confidential Information and Materials are provided “AS IS” and the Disclosing Party makes no warranty regarding the accuracy or reliability of such information or materials.  The Disclosing Party 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.

 

 

9. Acceptance of this Agreement.  By buying products from the Disclosing Party, you hereby acknowledge receipt of this Agreement and agree to be bound by the terms of this Nondisclosure Agreement.