ELEVATEDU - NDA

THIS AGREEMENT is made and entered into by and between All Things D’ Wilford DBA ElevatedU (the "Disclosing Party") and all members of ElevatedU (the "Recipient" or "Receiving Party"). 

 

This agreement is entered into pursuant to confidentiality. Recipient shall be acting as a member of ElevatedU. Throughout the duration of this Agreement, the Disclosing Party may deem it necessary to disclose or share certain proprietary information with the Recipient. Therefore, in consideration of the mutual promises and covenants contained within this Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, both parties hereto agree as follows: 

 

The Receiving Party acknowledges that the Confidential Information is proprietary to the Disclosing Party, has been developed and obtained through great efforts by the Disclosing Party and, as such, the Disclosing Party regards all of its Confidential Information as trade secrets. Notwithstanding anything in the foregoing statement to the contrary, Confidential Information shall not include any such information which: (i) was known by the Receiving Party prior to receiving the Confidential Information from the Disclosing Party; (ii) is or shall become publicly available through no fault or failure to act by the Receiving Party in breach of this Agreement; (iii) is or has been independently developed by team members, consultants or agents of the Receiving Party without violation of the herein contained terms and conditions of this Agreement or reference or access to any Confidential Information; (iv) information the disclosing party shares with others in a non- confidential setting no longer has to be kept as confidential by the receiving party under the NDA.

 

Confidential Information Disclosure The Disclosing Party may deem it necessary, from time to time, to disclose or make available to the Receiving Party Confidential Information. It shall then become the responsibility of the Receiving Party to: (i) limit the disclosure of any Confidential Information belonging to the Disclosing Party to the Receiving Party's directors, core team members, administration, or representatives (collectively herein referred to as "Representatives") who have a need to know such Confidential Information in connection with the current or contemplated professional relationship between the parties to which this Agreement relates, and only for that purpose; (ii) advise its Representatives of the proprietary nature of the Confidential Information and of the obligations set forth herein this Agreement and require such Representatives to keep the Confidential Information confidential; (iii) shall keep all Confidential Information strictly confidential by way of exercising a reasonable degree of care, but not less than the degree of care that the Receiving Party would exercise in safeguarding their own confidential information; and (iv) not disclose any Confidential Information received to any third parties, unless otherwise provided for herein this Agreement. 

 

Governing Laws The validity, construction and performance of this Agreement shall be governed and construed in accordance with the laws of Illinois or any applicable federal laws or statutes applicable to contracts made and to be wholly performed within such state, without giving effect to any form of conflict of law provisions thereof. The Federal and State courts located in Illinois shall have sole and exclusive jurisdiction over any disputes arising under the terms of this Agreement. Waiver of Contractual Right Any such failure by either party to enforce the other party's strict performance of any provision of this Agreement shall not constitute a waiver of its right to subsequently enforce such provision or any other provision of this Agreement.