NON-DISCLOSURE AGREEMENT (NDA)

NON-DISCLOSURE AGREEMENT (NDA)

MM slash DD slash YYYY
and the participants of the group, hereby known as Women of Wealth (W.O.W), a mastermind setting for business owners and peer support related to thincunderground.com (referred to as "Participants") for the purpose of maintaining condentiality and trust within the group discussions.

Confidentiality Agreement

1. Confidential Information:

Participants understand that sharing of confidential and proprietary information may occur during the group meetings. This includes, but is not limited to, business strategies, intellectual property, financial information, and personal experiences. Participants agree to treat all information shared within the group with the utmost confidentiality.

2. Obligations:

Participants agree not to disclose or share any information discussed within the group meetings outside of the defined group setting. This includes discussions with family, friends, colleagues, or any third-party entities. Participants further agree not to use the shared information for personal gain or competitive advantage.

3. Acknowledgment of Trust and Vulnerability:

Participants acknowledge that trust, confidentiality, and vulnerability are paramount within the group mastermind setting. It is understood that sharing personal experiences, proprietary information, and challenges requires a high level of trust and integrity from all members involved.

4. Roles:

Given their mutual need to share confidential information with each other, the Participant agrees to the confidentiality restrictions on such shared information contained in the present Agreement. As used in this Agreement, “Owner” may refer to either party and designates the party sharing information, and “Recipient” may refer to either party and designates the party receiving information.

5. Scope of Confidentiality:

The term "Confidential Information" means any information or material which is proprietary to the Owner, whether or not owned or developed by the Owner, which is not generally known other than by the Owner, and which the Recipient may obtain through any direct or indirect contact with the Owner.

Confidential Information includes without limitation:

• business records and plans
• financial statements
• customer lists and records
• trade secrets
• technical information
• products
• inventions
• product design information
• pricing structure, discounts, and costs
• computer programs and listings
• source code and/or object code
• copyrights and other intellectual property and other proprietary information.

Confidential Information does not include:

• matters of public knowledge that result from disclosure by the Owner;
• information rightfully received by the Recipient from a third party without a duty of confidentiality;
• information independently developed by the Recipient;
• information disclosed by operation of law;
• information disclosed by the Recipient with the prior written consent of the Owner; and
• any other information that both parties agree in writing is not confidential.

6. Protection of Confidential Information:

The Recipient understands and acknowledges that the Confidential Information has been developed or obtained by the Owner by the investment of significant time, effort and expense, and that the Confidential Information is a valuable, special and unique asset of the Owner which provides the Owner with a significant competitive advantage, and needs to be protected from improper disclosure. In consideration for the receipt by the Recipient of the Confidential Information, the Recipient agrees as follows:

7. No Disclosure:

The Recipient will hold the Confidential Information in confidence and will not disclose the Confidential Information to any person or entity without the prior written consent of the Owner. In the event that the Recipient becomes required by law or legal process to disclose any Confidential Information, the Recipient will give the Owner prior written notice so that the Owner may have the opportunity to limit or avoid such disclosure. If the Recipient is nevertheless required by law or legal process to disclose Confidential Information, the Recipient may do so and will use its best efforts to ensure that any disclosed Confidential Information is kept confidential by the receiving legal authority.

8. Copying / Modification:

The Recipient will not copy or modify any Confidential Information without the prior written consent of the Owner.

9. Unauthorized Use:

The Recipient shall promptly advise the Owner if the Recipient becomes aware of any possible unauthorized disclosure or use of the Confidential Information. Each party agrees that it will treat the Confidential Information of the other party in the same manner it treats its own Confidential Information that it does not wish to disclose to the public, but in all events each party agrees to use at least a reasonable degree of care to protect the Confidential Information of the other party.

10. Application to Employees:

The Recipient shall not disclose any Confidential Information except to those employees or other representatives who are required to have the Confidential Information in order to perform their job duties in connection with the limited purposes of this Agreement. Each employee or other representative to whom Confidential Information is disclosed shall be directed to carefully guard and not disclose the Confidential Information.

11. Unauthorized Disclosure of Information - Injunction:

If it appears that the Recipient has disclosed (or has threatened to disclose) Confidential Information in violation of this Agreement, the Owner shall be entitled to an injunction to restrain the Recipient from disclosing the Confidential Information in whole or in part. The Owner shall not be prohibited by this provision from pursuing other remedies, including a claim for losses and damages.

12. Relationship of Parties:

Neither party has an obligation under this Agreement to purchase any service or item from the other party, or commercially offer any products using or incorporating the Confidential Information. This Agreement does not create any agency, partnership, or joint venture.

13. Binding Agreement:

By participating in the group mastermind setting, participants, members, and guests agree to be bound by the terms of this Agreement. Non-compliance with the terms of this Agreement may result in removal from the group and potential legal action for breaches of confidentiality.

5. Governing Law:

This Agreement shall be governed by the laws of Ontario, Canada without regard to its conflict of law principles. In Witness Whereof, the Participants hereby execute this Non-Disclosure Agreement as of the date first above written.

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