This Nondisclosure Agreement (hereinafter referred to as the “Agreement”) is entered into by and between Darcy Sterling, Stephanie Sterling, (hereinafter referred to as the “Disclosing Parties”), and You (hereinafter referred to as the “Individual”) for the purpose of preventing the unauthorized disclosure of or any unauthorized claims to ownership of Confidential Information and or property as defined below. You agree to enter into a confidential relationship with respect to the disclosure of confidential information (hereinafter referred to as “Confidential Information”) and you acknowledge that Dr. Darcy Sterling and Stephanie Sterling are the owners of any information or property that you may come in contact with during the course of your relationship with them.
- Definition of Confidential Information. For purposes of this Agreement, “Confidential Information” shall include but shall not be limited to all information or material or property, both real and intellectual, which you, the undersigned, may come in contact with during the course of your relationship with Dr. Darcy Sterling, Stephanie Sterling, Alternatives Counseling Associates LCSW PC, Relationship Skills Boot Camp, Love Lab, Sterling Love, Dr. Darcy, and or any other companies or DBA’s owned by either Darcy Sterling or Stephanie Sterling (hereinafter referred to as “Disclosing Parties’ Entities”). Whether the Confidential Information is in written form or is transmitted orally, the undersigned hereby agrees to maintain such confidentiality and waives any rights to any ownership contained herein, in accordance with the terms below.
- Your relationships with Darcy Sterling & Stephanie Sterling’s friends, their family members, their patients, their attorneys, their accountants, their service providers, their business partners, their affiliates, and their professional colleagues (hereinafter collectively referred to as “Parties”) are ones of trust and confidence. Information about Dr. Darcy Sterling, Stephanie Sterling and such Parties may be available to you through a myriad of ways, including but not limited to calendars, emails, your work email, hard copy files and documents, verbal discussions, meetings, videos, images, email exchanges, etc. Regardless of the manner in which you might obtain information, you acknowledge that any such information is highly personal and confidential. You agree that you will never disclose any information to anyone, except with written permission from Dr. Darcy Sterling, or as may be required by law.
- Exclusions from Confidential Information. Receiving Party (hereinafter referred to as “You” or “Your”) obligations under this Agreement extends to information that is: (a) disclosed by you with Dr. Darcy Sterling’s and/or Stephanie Sterling’s prior written approval.
In the event that the Individual or any of its Representatives receives a demand or request to disclose all or any part of the Disclosing Parties’ information under the terms of a subpoena or order issued by a court of competent jurisdiction or under a civil investigative demand or similar process, (i) You agree to promptly notify the Disclosing Party of the existence, terms and circumstances surrounding such a demand or request and (ii) if You, your applicable Representative, or your counsel are of the opinion that you are compelled to disclose all or a portion of the Disclosing Parties’ information, You or your applicable Representative may disclose that which your counsel confirms you are compelled to disclose and You will exercise reasonable efforts to obtain assurance that confidential treatment will be accorded to the information that is being so disclosed.
If it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) that any term or provision hereof is invalid or unenforceable, (i) the remaining terms and provisions hereof shall be unimpaired and shall remain in full force and effect and (ii) the invalid or unenforceable term or provision shall be replaced by a term or provision that is valid and enforceable and that comes closest to effectuating the intention of such invalid or unenforceable term or provision.
To the extent that any Confidential information is subject to attorney-client privilege, the attorney work-product doctrine or any other applicable privilege or protective doctrine, including any such privilege or protective doctrine pertaining to pending or threatened legal proceedings or governmental investigations, You understand that the sharing of such Confidential Information is not intended to, and shall not, waive or diminish in any way the confidentiality of such Confidential Information.
- Your Obligations. You shall hold and maintain the Confidential Information in strictest confidence for the sole and exclusive benefit of Darcy Sterling and Stephanie Sterling. You shall carefully restrict access to Confidential Information to third parties as is reasonably required and shall require those persons to sign nondisclosure restrictions at least as protective as those in this Agreement. You shall not, without prior written approval of Darcy Sterling and Stephanie Sterling, use for your own benefit, publish, copy, withhold or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of Darcy Sterling and/or Stephanie Sterling, any Confidential Information. You shall return to Dr. Darcy Sterling and Stephanie Sterling any and all records, notes, passwords, pass codes, personal identifying numbers (PIN’s) and other written, printed, or tangible materials in its possession pertaining to Confidential Information immediately if Dr. Darcy Sterling and/or Stephanie Sterling requests such information, and you shall do so within 24 hours of said request.
In the event that you fail to provide any of the above-mentioned requested materials, you will be held liable for any and all expenses that result from the efforts of Dr. Darcy Sterling and/or Stephanie Sterling, Disclosing Parties’ Entities, and/or their chosen representatives to enforce their rights contained herein.
Finally, you agree to discontinue any such relationships and communications with any above-referenced Disclosing Parties’ Entities and Parties effective the moment your working relationship with Dr. Darcy Sterling and/or Stephanie Sterling ceases.
- Time Periods. The nondisclosure provisions shall commence upon the date of the execution of this Agreement and shall remain in effect until the Confidential Information no longer qualifies as Confidential Information or until Dr. Darcy Sterling and/or Stephanie Sterling sends You written notice releasing You from this Agreement, whichever occurs last. Information is not protected if it was created or discovered by You prior to (or independent of) any involvement with Dr. Darcy Sterling and/or Stephanie Sterling. In the event that you created or discovered any information that might otherwise be restricted by this Agreement and you wish to have said information exempt from the terms contained herein, you shall provide Dr. Darcy Sterling and/or Stephanie Sterling with written notice of the exact details of such creations or discoveries no later than 10 days beyond the date of the execution of this Agreement. Your failure to do so shall constitute your agreement to waive any rights that you might otherwise have as they pertain to creations and discoveries.
- Indemnification. In the event you fail to adhere to your covenants as set forth in this Agreement and the Disclosing Parties, Disclosing Parties’ Representatives, the Disclosing Parties’ Entities, or the individual to whom the personal information relates, incurs any legal fees, damages or court costs resulting in whole or part from your violation, you will be solely responsible for the payment of such fees, damages and costs.
- Relationships. Nothing contained in this Agreement shall be deemed to constitute either party a partner, joint venture, shareholder or employee of the other party for any purpose.
- Integration. This Agreement embodies the entire agreement and understanding of the parties hereto with respect to the subject matter hereof and supersedes any and all prior agreements, arrangements and understandings relating to the matters provided herein. No alteration, waiver, amendment, change or supplement hereto shall be binding or effective unless the same is set forth in writing and signed by a duly authorized representative of each party.
- 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 parties’ obligations shall be binding on the representatives, assigns and successors of such party.