This Nondisclosure Agreement or ("Agreement") has been entered into on the date of
______________________________ and is by and between:
Party Disclosing Information:
______________________________ with a mailing address of
____________________________________________________________ (“Disclosing Party”).
Party Receiving Information:
______________________________ with a mailing address of
____________________________________________________________ (“Receiving Party”).
For the purpose of preventing the unauthorized disclosure of Confidential Information as defined below. The parties agree to enter into a confidential relationship concerning the disclosure of certain proprietary and confidential information ("Confidential Information") herein referenced to as "The Institutional Trading Guide."
1. Definition of Confidential Information. For purposes of this Agreement, "Confidential lnformation" shall include all information or material that has or could have commercial value or other utility in the business in which Disclosing Party is engaged. If Confidential Information is in written form, the Disclosing Party shall label or stamp the materials with the word "Confidential" or some similar warning. If Confidential Information is transmitted orally, the Disclosing Party shall promptly provide writing indicating that such oral communication constituted Confidential Information.
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 carefully restrict access to Confidential Information to employees, contractors and third parties as is reasonably required and shall require those persons to sign nondisclosure restrictions at least as protective as those in this Agreement. Receiving Party shall not, without the prior written approval of Disclosing Party, use for Receiving Party's benefit, publish, copy, 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.
4. 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. 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 affect the intent of the parties.
7. 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 writing signed by both parties.
8. Waiver. The failure to exercise any right provided in this Agreement shall not be a waiver of prior or subsequent rights.
9. Notice of Immunity. Employee is provided notice that an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (i) files any document containing the trade secret under seal; and (ii) does not disclose the trade secret, except pursuant to court order.
10. Summary.
The nature of the disclosed content referred to in this agreement contains highly sensitive trade secrets of the disclosing party (Shawn S Howard). If released in the public domain, it would cause irreparable harm to the disclosing party. The recipient party agrees to indemnify the disclosing party against any and all loss due to violation of this agreement and to protect the disclosed content as stated herein using reasonable care and good judgment. This NDA agreement shall restrict and preclude the recipient party from using the disclosed content for personal stock / ETF Trading and all other trading instruments ; it shall also preclude the recipient party from using the content in any form of business use or venture ( which would include hedge funds , mutual funds, trading groups and / or trading clubs or pools. ) The content shall not be disclosed to third parties , this includes employees , friends or family members , or other business associates of the recipient party without prior written consent of the disclosing party. The term of this agreement shall be indefinite. Subject to the laws and jurisdiction of the State of California United States of America.
11. Injunctive Relief. Both parties acknowledge and agree that a breach or threatened breach by recipient , its Controlled Affiliates, or any of their Representatives of any of the terms or conditions contained in this Agreement, will cause immediate and irreparable harm and damage to the disclosing party, and that monetary damages will be inadequate to compensate the other party for such breach. Accordingly, Disclosing Party And Recipient party agree that in addition to any other remedies available to them at law or in equity, be entitled, without posting bond or other security, to seek an injunction from any court of competent jurisdiction enjoining and restraining any breach or threatened breach of the terms or conditions of this Agreement by recipient, its Controlled Affiliates or Disclosing party, its Affiliates; or Representatives of any party.
12. DISPUTE RESOLUTION; ARBITRATION. In the event of any dispute or claim between the parties under this Agreement or arising out of or in connection with this agreement, the parties hereto agree to submit such disputes to binding arbitration before a panel of three (3) arbitrators in accordance with the Commercial Arbitration Rules, as amended from time to time, of the American Arbitration Association. Said panel of arbitrators shall be composed of one (1) arbitrator selected by each party with the third arbitrator being selected by the other two (2) arbitrators. The arbitration proceedings shall be undertaken in as expeditious a manner as possible. The arbitration proceedings shall take place in Los Angeles, California. Judgment upon any award rendered by the arbitrators shall be entered into any court having competent jurisdiction without any right of appeal. Each party shall pay its own expenses of arbitration, and the expenses of the arbitrators and the arbitration proceeding shall be shared equally. However, if in the opinion of a majority of the arbitrators any claim or defense was unreasonable, then the arbitrators may assess, as part of their award, all or any part of the arbitration expenses of the other party (including reasonable attorneys’ fees and costs) and of the arbitrators and the arbitration proceeding.
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.
"Under penalty of perjury, I hereby attest that my electronic signature, and all future electronic signatures, were signed by myself with full knowledge and consent and am legally bound to these terms and conditions."
DISCLOSING PARTY
Electronic Signature:
_____________________________________________________
Typed or Printed Name: __________N/A______________
Date: _______________
RECEIVING PARTY
Electronic Signature:
_____________________________________________________
Typed or Printed Name: ____________N/A_______________