This Trade Secret Non-Disclosure Agreement (NDA), hereinafter known as this “Agreement”, is created on Joshua Graham , doing business as (DBA) AwarenessForex.com of 52/4 Moo 8, City of Pathio, Province of Chumphon, Country of Thailand, hereinafter known as “Releasor ”, and Recipient ”.
Hereinafter the Releasor and Recipient shall be known separately as a “Party” and together as the “Parties.”
WHEREAS, through this Agreement, the Releasor and the Recipient have entered into a relationship by which the Recipient may be exposed to certain Confidential Information of the Releasor, in which the Releasor has an interest in protecting.
NOW, THEREFORE, in consideration of the mutual covenants and promises made by the Parties hereto, the Releasor and the Recipient covenant and agree as follows:
I. TRADE SECRET. “Trade Secret” means all information possessed by or developed for the Releasor to which all of the following apply: (i) the information derives independent economic value from not being generally known and (ii) the Releasor takes reasonable precautions to prevent such information from being disclosed and released to the public.
In addition, throughout the duration of this Agreement and the Recipient’s business relationship with the Releasor and any time after the termination of such relationship, the Recipient shall do what is reasonably necessary to prevent unauthorized disclosure of the Releasor’s Trade Secrets. Furthermore, after the termination of the any such relationship, the Recipient shall not use or disclose the Releasor’s Trade Secrets as long as they remain Trade Secrets.
II. CONFIDENTIAL INFORMATION. For the purposes of this agreement, “Confidential Information” means information, to the extent it is not a Trade Secret, although that is possessed by the Releasor and which is shared to the Recipient, including, but not limited to, business plans, strategies, existing or proposed, costs, technical developments, software products, software source code, financial statements, past or future trading signals, financial or business projections, investments, customer or user information, analytical data marketing plans, or training information, materials, and any other information that either (a) has not otherwise been made available to the public or (b) holds proprietary value to the Releasor.
However, Confidential Information does not include:
(a) information generally available to the public;
(b) widely used programming practices or algorithms;
(c) information rightfully in the possession of the Parties prior to signing this Agreement; and
(d) information independently developed without the use of any of the provided Confidential Information.
III. NON-DISCLOSURE. Except as required to further the relationship between the Releasor and the Recipient or as expressly authorized in writing on behalf of the Releasor, the Recipient shall not disclose, directly or indirectly, any Confidential Information during the period of their relationship with the Releasor or any time after the termination of such relationship.
IV. OBLIGATIONS . The obligations of the Parties shall be to hold and maintain the Confidential Information in the strictest of confidence at all times and to their agents, employees, representatives, affiliates, and any other individual or entity that is on a “need to know” basis. rd ) party, or become public, all liability will be on the Party that is responsible. Neither Party shall, without the written approval of the other Party, publish, copy, or use the Confidential Information for their sole benefit. If requested, either Party shall be bound to return any and all materials to the Requesting Party within calendar days.
V. EXCEPTIONS. The provisions of this Agreement will not be deemed to prohibit any disclosure that is required by law or court order, however the Recipient agrees to provide the Releasor with reasonable prior notice and an opportunity to contest or minimize such disclosure. In addition, the Recipient may disclose Confidential Information or Trade Secrets at any time conditional upon a written release from this Agreement by the Releasor.
V. RETURN OF INFORMATION. Immediately upon termination of the relationship between the Releasor and the Recipient, the Recipient shall return to the Releasor any documents related to the Confidential Information or Trade Secrets which are in the Recipient’s possession.
VI. ACKNOWLEDGMENTS. The Recipient acknowledges that:
VII. TIME PERIOD . The bounded Party’s(ies’) duty to hold the Confidential Information in confidence shall remain in effect until such information no longer qualifies as a trade secret or written notice is given releasing such Party from this Agreement.
VIII. RELATIONSHIP . The Parties agree that there is no such statement in this Agreement that suggests any Party is an employee, partner, or that the Software is a joint venture. All ownership interests, if any, shall be stated in a separate agreement.IX. SEVERABILITY . If a court finds that any provision of this Agreement is invalid or unenforceable, the remainder of this Agreement shall be interpreted so as best to affect the intent of the Parties.
X. 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 with the acknowledgment of the Parties.
XI. ENFORCEMENT . The Parties acknowledge and agree that due to the unique and sensitive nature of the Confidential Information, any breach of this Agreement would cause irreparable harm for which damages and or equitable relief may be sought. The harmed Party shall be entitled to all remedies available at law.
XII. GOVERNING LAW. This Agreement shall be governed by the laws located in the Kingdom of Thailand.
