MUTUAL NONDISCLOSURE AGREEMENT
This mutual nondisclosure agreement is between ALIGN BALLET METHOD INC, a CALIFORNIA CORPORATION and
Each party has developed certain confidential financial, customer, or intellectual property information that it may disclose to the other party for the purpose of the ALIGN BALLET METHOD INC business development.
Each party wants to review, examine, inspect, or obtain the other party’s confidential information only for the above-described purposes, and to otherwise maintain the confidentiality of that information pursuant to this agreement.
The parties therefore agree as follows:
Each party (in such capacity, a “Disclosing Party”) may (but is not required to) disclose certain of its confidential and proprietary information to the other party (in such capacity, a “Receiving Party”). “Confidential Information” means:
The Disclosing Party shall identify Confidential Information disclosed orally within seven days of disclosure. The Disclosing Party’s failure to identify information as Confidential Information is not an acknowledgment or admission by the Disclosing Party that that information is not confidential, and is not a waiver by the Disclosing Party of any of its rights with respect to that information.
The obligations and restrictions of this agreement do not apply to that part of the Confidential Information that the Receiving Party demonstrates:
If a protective order or other remedy is not obtained or the Disclosing Party grants a waiver under this agreement, then the Receiving Party may furnish that portion (and only that portion) of the Confidential Information that, in the written opinion of counsel reasonably acceptable to the Disclosing Party, the Receiving Party is legally compelled or otherwise required to disclose. The Receiving Party shall make reasonable efforts to obtain reliable assurance that confidential treatment will be accorded any part of the Confidential Information so disclosed; or
If a Disclosing Party requests, the Receiving Party shall, and shall cause each Receiving Party Representative to promptly (and no later than Number of Days days after the request):
The parties shall keep the existence of this agreement, and the transactions or discussions contemplated by this agreement, strictly confidential, except as required by law and except as the parties otherwise may agree in writing before a disclosure.
Each party acknowledges that the Confidential Information is, and at all times will be, the Disclosing Party’s sole property, even if suggestions made by a Receiving Party are incorporated into the Confidential Information. Neither party obtains any rights, by license or otherwise, in the other party’s Confidential Information. Neither party solicits any change in the other party’s organization, business practice, service, or products, and the disclosure of the Confidential Information may not be construed as evidencing any intent by a party to purchase any products or services of the other party or as an encouragement to expend funds in development or research efforts. The Confidential Information may pertain to prospective or unannounced products. Neither party may use the other party’s Confidential Information as a basis on which to develop or have a third party develop a competing or similar plan or undertaking.
The confidentiality terms of this agreement do not limit either party’s right to develop or acquire products independently without use of the other party’s Confidential Information. Further, each party may use for any purpose the residuals resulting from access to or work with the other party’s Confidential Information. However, neither party may disclose the other party’s Confidential Information except as expressly permitted under this agreement. The term “residuals” means information in intangible form that is retained in memory by people who have had access to the Confidential Information, including ideas, concepts, know-how, or techniques contained in that Confidential Information. Neither party is required to limit or restrict the assignment of such persons or to pay royalties for any work resulting from the use of residuals. This section does not give either party a license under the other party’s copyrights or patents.
Nothing in this agreement obligates either party to proceed with any transaction between them, and each party reserves the right, in its sole discretion, to terminate the discussions contemplated by this agreement concerning the business opportunity, if any, and to cease further disclosures, communications, or other activities under this agreement on written notice to the other party. Any commitment to proceed with a transaction will be set forth in a separate agreement signed by the parties.
ALL CONFIDENTIAL INFORMATION IS PROVIDED “AS IS.” NEITHER PARTY MAKES ANY WARRANTIES, EXPRESS, IMPLIED, OR OTHERWISE, REGARDING THE ACCURACY, COMPLETENESS, OR PERFORMANCE OF ANY SUCH INFORMATION.
No amendment to this agreement will be effective unless it is in writing and signed by a party or its authorized representative.
If any provision in this agreement is, for any reason, held to be invalid, illegal, or unenforceable in any respect, that invalidity, illegality, or unenforceability will not affect any other provisions of this agreement, but this agreement will be construed as if the invalid, illegal, or unenforceable provisions had never been contained in this agreement, unless the deletion of those provisions would result in such a material change that would cause completion of the transactions contemplated by this agreement to be unreasonable.
If to Party One Name:LEGAL NAMEMAILING ADDRESSEMAIL ADDRESS
If to Party Two Name:
ALIGN BALLET METHOD INC
8149 Santa Monica Blvd #371
Los Angeles, CA 90046
No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this agreement will be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy will be deemed a waiver of any other breach, failure, right, or remedy, whether or not similar, and no waiver will constitute a continuing waiver, unless the writing so specifies.
This agreement constitutes the final agreement of the parties. It is the complete and exclusive expression of the parties’ agreement with respect to the subject matter of this agreement. All prior and contemporaneous communications, negotiations, and agreements between the parties relating to the subject matter of this agreement are expressly merged into and superseded by this agreement. The provisions of this agreement may not be explained, supplemented, or qualified by evidence of trade usage or a prior course of dealings. Neither party was induced to enter this agreement by, and neither party is relying on, any statement, representation, warranty, or agreement of the other party except those set forth expressly in this agreement. Except as set forth expressly in this agreement, there are no conditions precedent to this agreement’s effectiveness.
The descriptive headings of the sections and subsections of this agreement are for convenience only, and do not affect this agreement’s construction or interpretation.
This agreement will become effective when all parties have signed it. The date this agreement is signed by the last party to sign it (as indicated by the date associated with that party’s signature) will be deemed the date of this agreement.
Each party and its officers and directors shall use all reasonable efforts to take, or cause to be taken, all actions necessary or desirable to consummate and make effective the transactions this agreement contemplates or to evidence or carry out the intent and purposes of this agreement.
[SIGNATURE PAGE FOLLOWS]
Each party is signing this agreement on the date stated opposite that party’s signature.
ALIGN BALLET METHOD INCBy: Michael CornellName: Michael CornellTitle: Owner
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Signed by Michael Cornell
Signed On: July 24, 2023
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Document Name: ALIGN NDA
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