Nondisclosure Agreement for Warrior Mind Training Internet-Class Participants
This Nondisclosure Agreement (the "Agreement") is entered into by and between Warrior Cycle, Inc., dba Warrior Mind Training, ("Disclosing Party") and you the Internet-Class Participant ("Receiving Party") for the purpose of preventing the unauthorized disclosure and/or use 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, the term "Confidential Information" includes not only written information but also information transferred orally, visually, electronically or by any other means, whether delivered by a director, officer, manager, employee, affiliate, agent, representative, attorney or advisor of Disclosing Party. The failure of the Disclosing Party to immediately indicate or identify any information as confidential, whether in part or whole, shall not waive the Disclosing Party's rights and protections as described in this Agreement.
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 of the Disclosing Party. Receiving Party shall use the Confidential Information solely for its personal, non-commercial benefit. Receiving Party shall not publish, copy, record, 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 Disclosing Party requests it in writing. Recipient understands and agrees that it is liable for any breach of the terms provided in this letter agreement by any persons or entities (including, without limitation, any and all Recipient Representatives) to whom Recipient discloses any Confidential Information other than as authorized by Disclosing Party.
4. Ownership of Confidential Information.
Receiving Party agrees that all Confidential Information shall remain the property of the Disclosing Party, and that the Disclosing Party may use such Confidential Information for any purpose without obligation to the Receiving Party. Nothing contained herein shall be construed as granting or implying any transfer of rights to the Receiving Party in the Confidential Information, or any patents or other intellectual property protecting or relating to the Confidential Information.
5. 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.
6. 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.
7. 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 effect the intent of the parties.
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. Waiver.
The failure or delay in exercising 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.
10. Survival of Rights and Obligations.
This Agreement shall be binding upon, inure to the benefit of, and be enforceable by (a) the Disclosing Party, its successors, and assigns; and (b) the Receiving Party, its successors and assigns.
11. Denial.
We reserve the right to deny access to any of our services or content to anyone for any reason, at any time.
