CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT

 

This Agreement is entered into between International Council, Inc. and The Weise Foundation (hereinafter collectively referred to as "IC," Corporations of the United States of America, 3104 E. Camelback Road, Suite 724, Phoenix, AZ 85016 and __________________________________________________, hereafter referred to as “Signatory,” of _________________________________________________________________.

                                                                                (Address)

 

International Council, Inc (“IC”) has developed certain Confidential Information that is proprietary to IC and that IC believes is unique and/or has substantial value for commercial exploitation.  IC is willing to disclose the Confidential Information to Signatory for the limited purpose, and subject to the terms and conditions set forth in this Agreement.

  1. Definitions:  Confidential Information:  For purposes of this Agreement, the term “Confidential Information” means any and all information, which is disclosed by IC to Signatory verbally, electronically, visually or in a written or other tangible form, which is either identified or reasonably understood to be confidential or proprietary.  Confidential Information includes, but is not limited to, trade secrets, computer programs, software, data, techniques, marketing plans, strategies, forecasts, concepts, theories, proposals, product or service development processes, potential and existing customers, personnel and candidates, suppliers or, trade secrets, systems, procedures, designs, materials, relationships, methods, requirements, specifications, sales, pricing and marketing information, brochures, web sites and material designed therefore, as well as any other information relating to the concepts of IC which may be divulged to the Signatory in the course of his/her relationship with IC and which is not gen­erally known in the industry.

  2. Public Information:  This Agreement imposes no obligation on the Signatory with respect to any portion of the Confidential Information received from IC which as shown by written records, (a) was lawfully already in possession of the Signatory at the time of IC’s disclosure; (b) is now or later becomes part of the public domain and Signatory learned of such information from sources other than from IC, unless such information becomes part of the public domain by unauthorized disclosure or publication; or (c) is lawfully received by the Signatory from a third party under no obligation of confidentiality.

  3. Use of Confidential Information:  The Signatory agrees that except as expressly required by law, that all Confidential Information shall be used exclusively for the limited purpose of evaluating, considering and participating in the development of International Council Education and Software  ("ICES”) plan and being employed in any capacity by IC or receiving a scholarship from and for no other use or purpose whatsoever.  The Signatory further agrees that, except as otherwise expressly provided hereunder, the Signatory will not (a) disclose Confidential Information to any third party, (b) use or attempt to use Confidential Information in any manner which is competitive with or detrimental to IC, (c) use or attempt to use Confidential Information in any manner to commercially exploit such Confidential Information, and/or (d) use or attempt to use Confidential Information for any purpose other than as permitted hereby, without IC’s prior written consent, which may be given or withheld by IC in its sole discretion.  This provision shall survive this Agreement and shall be indefinite in duration.

  4. Ownership and Return of Confidential Information:  The Signatory acknowledges that the Signatory has no ownership or proprietary rights in the Confidential Information.  IC does not waive and expressly reserves any and all intellectual property rights he has or may be entitled to with respect to his Confidential Information.  It is understood that IC has and shall retain sole and exclusive rights and ownership to all inventions, patents, improvements, trademarks, trade names, trade secrets, whether or not applied for, and any and all other rights pertaining to its Confidential Information.  Nothing contained in this Agreement shall be deemed, by implication or otherwise, to convey to the Signatory any rights in any Confidential Information, nor shall this Agreement be deemed a commitment of any kind by either IC or the Signatory to enter into any further agreements between them with respect to the Confidential Information or otherwise.

  5. Term:  This Agreement is effective as of the date of execution and will continue indefinitely.  Either party may terminate this Agreement at any time upon thirty (30) days advance written notice.  Within five (5) days of such termination, the Signatory shall return to IC all Confidential Information and all copies thereof.  The Signatory shall not retain any materials relating to, including copies of, notes on, or abstracts of, any Confidential Information.  All documents, memoranda, notes and other data whatsoever prepared by the Signatory containing any Confidential Information shall be destroyed, and such destruction shall be certified in writing to IC by the Signatory.  The termination of this Agreement shall not affect the obligations of the Signatory, to maintain the confidentiality of the Confidential Information, or to otherwise observe the restrictions of this Agreement which by their nature require survival to give effect to the protection afforded IC hereby. 

  6. Severability:  Each provision of this Agreement shall be severable from each other and, if for any reason any provision is invalid or unenforceable, such invalidity or unenforceability shall not prejudice or in any way affect the validity or enforceability of any other provision of this Agreement.  It is intended that any provision which is invalid or unenforceable as written be valid and enforceable to the fullest extent possible.  In the event that a court of competent jurisdiction would otherwise hold any provision of this Agreement unenforceable by reason of its scope or duration, the provision shall be construed as if its scope or duration had been more narrowly drafted so as not to be invalid or unenforceable.

  7. Miscellaneous:  In the event any action is brought to enforce this Agreement, the prevailing party shall be entitled to recover his costs of enforcement including, without limitation, attorneys’ fees and court costs.  The parties acknowledge and agree that the extent of damage to IC in the event of breach, threatened breach or intended breach by the Signatory of this Agreement will be difficult or impossible to ascertain, or may cause irreparable harm to IC.  Consequently, the Signatory agrees that, in the event of such breach, IC, in addition to receiving damages for the breach, shall be entitled to enforce any and all of the covenants contained in this Agreement by injunctive or other equitable relief.  

 

This Agreement contains the entire Agreement between the parties, and may be amended only by a written instrument signed by both parties.  This Agreement shall be binding upon and inure to the benefit of the successors and permitted assigns of the Signatory and IC.  IC’s failure to insist on compliance or enforcement of any provision of this Agreement shall not affect its validity or enforceability or constitute a waiver of future enforcement of that provision or of any other provision of this Agreement.  The validity, construction and performance of this Agreement shall be governed by the internal laws of The State of Illinois, USA, without regard to provisions regarding conflicts of law. This Agreement and the terms and provisions thereof shall be performed and interpreted by the parties in good faith.

In witness of this, International Council, Inc (“IC”) and the Signatory have executed this Agreement as of the day and year written below.

 

Dated: __________________, 2002

International Council, Inc                                        Signatory

_X_______________________________             _X____________________________

By: ______________________________            ______________________________

                         (Print Name)                                                      (Print Name)