THIS AGREEMENT governs the disclosure of information by and between SKW Extensions, LLC (hereinafter “Discloser”) and (Recipient) as of (the "Effective Date").
1. Definition of Confidential Information
As used herein, "Confidential Information" shall mean any and all technical and non- technical information related to SKW Extension hair extension installation and applications provided Discloser to Recipient, including but not limited to (a) patent(s) and patent applications, (b) trade secret, and (c) copyrighted information (d) proprietary information-- ideas, techniques, sketches, drawings, works of authorship, models, inventions, know-how, processes, apparatuses, equipment, algorithms, software programs, software source documents, and formulae related to the current, future, and proposed products and services of each of the parties, and including, without limitation, their respective information concerning research, experimental work, development, design details and specifications, engineering, financial information, procurement requirements, purchasing, manufacturing, customer lists, investors, employees, business and contractual relationships, business forecasts, sales and merchandising, marketing plans and information the disclosing party provides regarding third parties.
2. Identification of Confidential Information
The parties acknowledge that the Confidential Information is embodied in tangible teaching materials (including without limitation, software, hardware, drawings, graphs, charts, disks, tapes, prototypes and samples), as well as communication, either verbally, written or via social media provided by Discloser to Recipient as part of training and/or education to use Discloser’s hair extension method, either as a franchisee, licensee or employee of Discloser.
3. Handling of Confidential Information
Recipient agrees that at all times and notwithstanding any termination or expiration of this Agreement Recipient will hold in strict confidence and not disclose to any third-party Confidential Information of Discloser, except as approved in writing by the other party to this Agreement, and will use the Confidential Information for no purpose other than those authorized in writing by Discloser. Recipient shall only permit access to Confidential Information of Discloser as agreed by Discloser to those of its employees or authorized representatives having a need to know and who have signed confidentiality agreements or are otherwise bound by confidentiality obligations at least as restrictive as those contained herein. In order to protect any and all intellectual property, Recipient agrees that any payment transferred to Discloser is non-refundable.
4. Confidentiality Agreement Term and Termination
This Agreement shall terminate two (2) year(s) after the Effective Date. The Recipient's obligations under this Agreement shall survive termination of the Agreement between the parties and shall be binding upon the Recipient's heirs, successors and assigns for a period of five (5) years. Upon written request of Discloser, Recipient shall promptly return to Discloser all documents and other tangible materials representing the other's Confidential Information and all copies thereof.
5. Confidentiality Agreement Warranties
Each party represents and warrants to the other party that (i) it has the requisite corporate authority to enter into and perform this Agreement, and (ii) its execution and performance under this Agreement, including its disclosure of Confidential Information to the Recipient, will not result in a breach of any obligation to any third party or infringe or otherwise violate any third party’s rights.
6. No Export
Recipient shall not export, directly or indirectly, any technical data acquired from the other pursuant to this Agreement or any product utilizing any such data to any country for which the U.S. Government or any agency thereof at the time of export requires an export license or other governmental approval without first obtaining such license or approval.
7. No Grant of Rights
The parties recognize and agree that nothing contained in this Agreement shall be construed as granting any property rights, by license or otherwise, to any Confidential Information of the other party disclosed pursuant to this Agreement, or to any invention or any patent, copyright, trademark, or other intellectual property right that has issued or that may issue, based on such Confidential Information.
8. Equitable Remedies
Recipient acknowledges that Recipient’s breach of this Agreement may cause irreparable harm to Discloser for which Discloser is entitled to seek injunctive or other equitable relief as well as monetary damages.
9. Confidentiality Agreement Miscellaneous
Neither party shall transfer or assign this Agreement to any other person or entity, whether by operation of law or otherwise, without the prior written consent of the other. Any such attempted assignment shall be void and of no effect. This Agreement shall be governed by, enforced under, and construed and interpreted in accordance with, the laws of Illinois without reference to conflict of laws principles. If any provision of this Agreement is found by a proper authority to be unenforceable or invalid such unenforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole and in such event, such provision shall be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law. Neither party will assign or transfer any rights or obligations under this Agreement, including by operation of law, without the prior written consent of the other party. The Agreement is the complete and exclusive agreement regarding the disclosure of Confidential Information between the parties and replace any prior oral or written communications between the parties regarding Confidential Information. This Agreement may be signed in multiple copies, each of which shall constitute the same instrument. Once completely executed, any reproduction of this Agreement made by reliable means shall be considered an original.
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