THIS NON-DISCLOSURE AGREEMENT between: THE CLIENT (“the client”), and Angeline Williams (“the recipient”), relates to the revelation of certain proprietary and/or confidential information by the client during discussions concerning the development of the client’s book project, otherwise the project. The terms and the obligations of both parties under this Agreement (items 1-10 below) shall come into effect immediately and will survive termination of the Agreement between the parties and shall be binding upon their respective heirs, successors, assigns, and affiliates.
Assuming that the recipient is awarded the project, the term will end at project completion and/or its termination. As used in this agreement, the phrase “recipient” also includes any of the recipient’s officers, directors, employees, agents, and representatives, including, without limitation, attorneys, accountants, consultants, and financial advisors (collectively “representatives”). The client wishes to protect any of his proprietary or confidential information being revealed under this agreement, and, to that end, the parties hereby agree as follows:
1. Proprietary and Confidential Information. Both parties agree that any and all proprietary and/or confidential information, whether written or oral, which is disclosed to the recipient shall be subject to the terms of this agreement. During the term of this agreement and thereafter, the recipient must not, for any reason whatsoever, either individually or in partnership or jointly or in conjunction with any person or persons, firm, company, or corporation, as employee, independent contractor, principal, agent, shareholder, director, or in any other manner, whether directly or indirectly, share and/or sell information the client provides to the recipient.
2. Non-disclosure to Third Parties. The recipient of the information shall treat the information as the proprietary and confidential information of the client’s, and shall not disclose the information to any other person or entity except as authorized, and shall safeguard the information at least to the same extent that it would her own proprietary and confidential information. The recipient shall immediately notify the client of any request by any third person that the information be disclosed and shall cooperate with the client in his or her efforts to protect the information from disclosure. The recipient further agrees to promptly notify the client of any request by a court or regulatory agency (or other governmental body) for information owned by the client prior to complying with such a request, and to cooperate with the client in obtaining adequate protective orders and arrangements for the information.
3. Publicity. The recipient shall not publicly either announce or disclose the terms or conditions of this agreement, or the fact that the aforementioned discussions are taking place or the nature of such discussions, without the prior written consent of the client. This provision shall survive any expiration, termination, or cancellation of this agreement.
4. Ownership and Use of Information. All information delivered by the client to the recipient pursuant to this agreement shall be and remain the property of the client and such information, if written, and any paper copies or electronic versions thereof, as well as any summaries of any information disclosed orally, shall be returned to the client within 48 hours from receipt of written request or destroyed, at the client’s choice. The recipient shall not use the information for any purpose other than to evaluate possible improvements to the structure, organization, grammar and depth of information provided. In any event, the disclosure by the client of information shall in no way preclude the receiving party from purchasing or using similar information or products.
5. Survival. The terms, conditions and warranties contained in this agreement by their sense and context are intended to survive the performance hereof by either or both parties hereunder, shall so survive the completion of performance or termination of this agreement.
6. Notice of Breach. Recipient shall notify the Client immediately upon discovery of any unauthorized use or disclosure of Confidential Information by recipient or its Representatives, or any other breach of this Agreement by recipient or its Representatives, and will cooperate with efforts by the Client to help the Client regain possession of Confidential Information and prevent its further unauthorized use.
7. Employee Access and Control of Information. The recipient shall maintain a list of the names of her representatives, if any, who shall have had access to same, and shall furnish such list to the client at his or her request. However, prior to any such access, the recipient shall inform each such representative of the proprietary and confidential nature of the information and of the recipient’s obligations under this agreement. Each such representative shall also be informed that, by accepting such access, he or she thereby agrees to be bound by the provisions of this agreement. Furthermore, by allowing any such access, the recipient agrees to be and remain jointly and severally liable for any disclosure by any such representative not in accordance with this agreement.
8. Exceptions. The obligations contained herein shall not apply to: (a) information which is now in or hereafter enters the public domain without a breach of this agreement; (b) information known to the recipient prior to the time of disclosure by the client or independently developed by the recipient’s representatives without access to the client’s personal information; or (c) information disclosed in good faith to the recipient by a third person legally entitled to disclose the same.
9. No Binding Agreement for Transaction. The parties agree that neither party will be under any legal obligation of any kind whatsoever with respect to a Transaction by virtue of this Agreement, except for the matters specifically agreed to herein. The parties further acknowledge and agree that they each reserve the right, in their sole and absolute discretion, to reject any and all proposals and to terminate discussions and negotiations with respect to a Transaction at any time. This Agreement does not create a joint venture or partnership between the parties. If a Transaction goes forward, the non-disclosure provisions of any applicable transaction documents entered into between the parties (or their respective affiliates) for the Transaction shall supersede this Agreement. In the event such provision is not provided for in said transaction documents, this Agreement shall control.
10. Miscellaneous. The obligations of the parties shall be binding on and be to the benefit of their respective heirs, successors, assigns, and affiliates. This agreement may be amended or modified only by a subsequent agreement in writing.