Mutual Non Disclosure Agreement

This mutual nondisclosure agreement (the “Agreement”) is made and will be effective as of the date the checkbox is checked, (the “Effective Date”) between Tudor Coaching Group, LLC (”Company A”) and the person or company checking this box (“Company B”) (collectively “parties” and/or individually “party”).  In contemplation of certain discussions between the parties regarding potential business transactions, where each party may disclose confidential information to the other and in order to protect the confidential nature of such information, the parties agree as follows:

 

  1. Definition of Confidential Information: As used in this Agreement, “Confidential Information” means any nonpublic information of a party, in oral, written, graphic or machine-readable form, including without limitation that which relates to current or prospective financing, investment strategies, financial instrument trading strategies, link building strategies, search engine optimization strategies, business plans, marketing strategies, patents, patent applications, research, product plans, products, inventions, processes, designs, business plans, agreements with third parties, services, current or past customers and their testimonials or other disclosures, marketing, finances or information gained by a party as a result of its discussions with the other party’s personnel or business relationships, which is designated as confidential or proprietary by the disclosing party at the time of disclosure, or which, considering all the circumstances surrounding the disclosure, ought reasonably to be understood by the receiving party to be confidential.
  2. Acknowledgment of Confidentiality: Each party acknowledges that it may be exposed to confidential and proprietary information of the other party. Confidential Information does not include (i) information which has become publicly available without breach hereunder or wrongdoing by the party receiving the Confidential Information (the “Recipient”), (ii) information which was rightfully received by the Recipient from a source not under obligation of confidentiality to the party disclosing the confidential information (the “Disclosing Party”), (iii) information in the possession of Recipient, in written or other recorded form prior to disclosure by the Disclosing Party, (iv) information which is developed by the Recipient independent of any Confidential Information, and (v) information which an authorized representative of the Disclosing Party has approved in writing for release by the Recipient without restriction. Confidential Information may be disclosed to an administrative or judicial order provided that the Recipient, prior to such compliance, shall notify the Disclosing Party of the order as soon as possible after receipt to provide the Disclosing Party a reasonable opportunity to protect its Confidential Information by protective order or other means.
  3. Covenant Not to Disclose: Each party agrees not to use, commercialize, or disclose any Confidential Information to any person or entity except as the Disclosing Party approves in writing. Further, each party agrees to use at least the same degree of care in safeguarding the Confidential Information as it uses in safeguarding its own confidential information.
  4. Non-Compete: For a period of 12 months from the time of introduction, neither party shall engage in a direct relationship with a third-party that was introduced by the other party if an existing relationship did not previously exist, unless the party obtains express written permission from the other party.
  5. Term of Obligations: This Agreement will continue for a period terminating on the date which is three (3) years from the date of the last disclosure of Confidential Information pursuant to this Agreement.
  6. Remedies for Violation. In the event of any violation of this Agreement, COMPANY B agrees that a breach will cause irreparable damage to COMPANY A, and as such COMPANY A, in addition to and not in derogation of any other remedies it may have, shall be entitled to injunctive relief, without being required to post any bond, restraining COMPANY B from violating or continuing to violate this Agreement.
  7. Reasonableness of Restrictions. Each party agrees and acknowledges that the covenants in this Agreement are reasonable in that they relate to and protect the legitimate business interests of both parties, including, but not limited to, their respective Confidential Information and business interests.
  8. Tolling of Restrictive Periods. In the event either party violates any provisions of this Agreement, this violation will toll the running of the restrictive periods provided herein from the date of such violation and until such violation has ceased.
  9. Enforcement: Each party acknowledges and agrees that this agreement is legally binding, and that the party shall be liable for any damages resulting from its breach of the terms of this agreement.
  10. Damages: This Agreement shall be governed by and interpreted in accordance with the laws of the State of Arizona, without reference to its principles of conflicts of law, and shall be binding on the parties hereto in the United States and worldwide. The parties agree that all disputes shall be resolved by legal action, unless agreed in writing otherwise, and that all disputes shall be litigated in the State of Arizona. In the event of any dispute arising out of the subject matter of this Agreement, the prevailing party shall recover, in addition to any other damages assessed, its attorneys’ fees and court costs incurred in litigating or otherwise settling or resolving such dispute whether or not an action is brought or prosecuted to judgment.