CONFIDENTIALITY, NON-DISCLOSURE AND
NON-CIRCUMVENTION AGREEMENT
This CONFIDENTIALITY, NON-DISCLOSURE AND NON-CIRCUMVENTION AGREEMENT
("Agreement") between SONIA ENGLISH dba 5 MINUTE NETWORKING ("5 MINUTE
NETWORKING") and the person named hereafter ("DISCLOSEE").
RECITALS
WHEREAS, DISCLOSEE is contemplating entering into or participating in one or
more business transactions with 5 MINUTE NETWORKING; and
AND WHEREAS, DISCLOSEE desires during the course of negotiations relating to
such business transactions to obtain and review certain confidential and
proprietary information concerning 5 MINUTE NETWORKING; and
AND WHEREAS, DISCLOSEE recognizes that in the negotiation and/or transaction of
such business, it may learn from 5 MINUTE NETWORKING, directly or indirectly,
including from associates, (a) the identity, address, and telephone/fax
numbers/email addresses of clients, agents, brokers, buyers, sellers,
suppliers, manufacturers, manufacturer's representatives, distributors,
middlemen, financiers, lending institutions, and/or bank or trust contacts; and
(b) website information, trade secrets and other confidential and proprietary
information; and
AND WHEREAS, 5 MINUTE NETWORKING has acquired such confidential information as a
result of an investment of considerable research, time, expense and effort
and is desirous of protecting himself from the consequences of
unauthorized or improper disclosure of the aforementioned information;
NOW THEREFORE, in consideration of the mutual promises set forth herein, the
parties hereby agree as follows:
1. Non-Disclosure of Information
a) Except upon receiving the prior express written consent of 5 MINUTE
NETWORKING, neither DISCLOSEE nor its officers, directors, shareholders,
subsidiaries, employees, agents, representatives, associates, or consultants
will, directly or indirectly, use, disseminate or disclose "Confidential
Information" of 5 MINUTE NETWORKING. For the purposes of this Agreement,
"Confidential Information" shall mean information, whether or not marked
"Confidential", disclosed by 5 MINUTE NETWORKING to DISCLOSEE or learned by
DISCLOSEE in connection with its meetings with and information received from 5
MINUTE NETWORKING.
Such information, shall include, but not be limited to 5 MINUTE NETWORKING's
customer lists, vendor lists, the names of employees, independent contractors,
the identity, address, and telephone/fax numbers/email addresses of clients,
agents, brokers, buyers, sellers, suppliers, manufacturers, manufacturer's
representatives, distributors, middlemen, financiers, lending institutions,
and/or bank or trust contacts, designs, processes, inventions, know-how and
secrets.
(b) "Confidential Information" does not include information which becomes
generally available to the public, other than as a result of a disclosure by 5
MINUTE NETWORKING or its agents or becomes available to the DISCLOSEE on a
nonconfidential basis from a source other than 5 MINUTE NETWORKING or its
agents, provided that such source is not bound by a confidentiality agreement
with 5 MINUTE NETWORKING.
(c) DISCLOSEE does hereby further agree to keep completely confidential and not
attempt to make use of the names of clients, agents, brokers, buyers,
sellers, suppliers, manufacturers, manufacturer's representatives,
distributors, middlemen, financiers and/or bank or trust contacts it may learn
about through 5 MINUTE NETWORKING, except through 5 MINUTE NETWORKING or
with 5 MINUTE NETWORKING's express written consent as to each such contract or
use, and after having entered into a compensation agreement with 5
MINUTE NETWORKING. Such person's identities shall remain confidential as
well as the telephone numbers, addresses, telex numbers, etc. of such persons.
This, and any other information regarding the introduced parties is the
property of 5 MINUTE NETWORKING.
(d) DISCLOSEE, its officers, directors and employees agree not to circumvent,
avoid, bypass, or obviate, directly or indirectly, or otherwise attempt to
avoid payment of fees or commission in any transaction with 5 MINUTE
NETWORKING.
(e) DISCLOSEE further agrees that neither itself, nor its companies,
subsidiaries, employees, agents, representatives, associates, consultants or
any other entity will make contact with, contract with, deal with, or otherwise
become a party to a transaction with any clients, individuals, agents, brokers,
buyers, sellers, suppliers, manufacturers, manufacturer's representatives,
distributors, middlemen, financial institutions, financiers, trusts,
corporations, partnerships, organizations, borrowers, or any other person(s) to
whom DISCLOSEE was introduced by 5 MINUTE NETWORKING, without obtaining
the prior express written permission of 5 MINUTE NETWORKING.
(f) Upon termination of any negotiations with 5 MINUTE NETWORKING and upon the
request of 5 MINUTE NETWORKING, DISCLOSEE shall promptly return all written
Confidential Information to 5 MINUTE NETWORKING without retaining copies or
extracts of such. Upon request, DISCLOSEE shall submit a verified certification
that it has complied with the immediately preceding sentence.
(g) DISCLOSEE shall take all reasonable steps to assure that its companies,
subsidiaries, employees, agents, representatives, associates and consultants
abide by the terms of this Agreement. Such steps shall include, but not be
limited to, (1) designating information of 5 MINUTE NETWORKING as
"CONFIDENTIAL" and (2) requiring all persons DISCLOSEE knows will be in contact
with or observe 5 MINUTE NETWORKING's systems and application procedures to
countersign this Agreement on the additional signature pages attached
hereto. DISCLOSEE shall furnish a copy of this Agreement to such persons
and notify such persons that by executing below they manifest their consent to
be bound by the terms of this Agreement.
2. No Detrimental Use. DISCLOSEE agrees that the Confidential Information
will not be used by the DISCLOSEE in any way detrimental to 5 MINUTE
NETWORKING, and that such Confidential Information will be kept confidential by
the DISCLOSEE; provided, however, that (a) any of the Confidential Information
may be disclosed to the representatives of the DISCLOSEE who need to know such
Confidential Information for the purpose of evaluating a possible transaction
between the DISCLOSEE and 5 MINUTE NETWORKING, or 5 MINUTE NETWORKING's
shareholders/owners and (it being understood and agreed that such
representatives shall be informed by the DISCLOSEE of the confidential nature
of the Confidential Information and shall be directed by the DISCLOSEE to treat
such information confidentially); and (b) any disclosure of the Confidential
Information may otherwise be made, provided that 5 MINUTE NETWORKING consents
in writing. The DISCLOSEE agrees that he/she/it will make use of the
Confidential Information only for the purpose specified in this Agreement, and
will not use the Confidential Information for his/her/its personal benefit at
any time in the future. The DISCLOSEE agrees that he/she/it will not
knowingly permit or facilitate such use by any other person or entity without
the prior written consent of 5 MINUTE NETWORKING.
3. Competing Business. During the course of DISCLOSEE's association with
the Company, and for a period of two (2) years thereafter, DISCLOSEE will not
seek to start a competing networking business which utilizes the same or
similar name and networking concept as that of the Company.
4. Disclosure of Discussions. Without the prior written consent of 5
MINUTE NETWORKING, the DISCLOSEE shall not, and will direct its representatives
not to, disclose to any person or entity the fact that discussions or
negotiations may take place or are taking place concerning a possible
transaction between the DISCLOSEE and 5 MINUTE NETWORKING or any of the terms,
conditions or other facts with respect to any such possible transaction,
including the status thereof.
5. Disclosure Required by Law. In the event that the DISCLOSEE is
requested or required by law to disclose any of the Confidential Information,
it is agreed that DISCLOSEE will first provide 5 MINUTE NETWORKING with prompt
notice of such request so that 5 MINUTE NETWORKING may seek an appropriate
protective order and/or waive compliance with the provisions of this Agreement.
6. Parties Bound by Agreement. By the signature below and the execution
of this Agreement, DISCLOSEE, along with its officers, directors, employees,
associates, agents, independent contractors or representatives confirms that
any and all corporations, organizations, firms, companies, former employees, or
any other party that would benefit financially from this Agreement, are also
bound by this Agreement. This Agreement shall also bind DISCLOSEE's
heirs, assignees and designees.
7. Violation of Agreement. Any violation of the foregoing covenants
by DISCLOSEE shall make DISCLOSEE liable for damages in favor of 5 MINUTE
NETWORKING.
8. Enforcement. Any controversy, dispute or claim arising out of or
relating to this Agreement, or breach thereof, that is not settled between the
parties themselves, shall be submitted to arbitration, with hearings to take
place in Orange County, California. Such arbitration shall be governed by
the rules of the American Arbitration Association. Judgment rendered by
the arbitrator(s) may be entered in any court with jurisdiction thereof.
The prevailing party, as so designated by the arbitrator, shall be entitled to
receive, apart from damages, reasonable attorneys fees, court costs, attorneys'
fees, and other charges. Notwithstanding the foregoing, 5 MINUTE
NETWORKING shall be entitled to institute and prosecute proceedings in any
court of competent jurisdiction to obtain equitable relief by way of injunction
to enforce its rights hereunder.
9. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of California.
10. Severability. If any part, clause, provision or condition of this
Agreement is held to be void, inoperative, ineffective or otherwise invalid,
its invalidity shall not affect any other part, clause, provision, or condition
of this Agreement, and the remainder of this Agreement shall be carried into
effect as if the invalid part, clause, provision or condition had not been
included.
11. Nonwaiver. It is further agreed that no failure or delay by 5 MINUTE
NETWORKING in exercising any right, power or privilege hereunder will operate
as a waiver thereof, nor shall any single or partial exercise thereof preclude
any other or further exercise thereof or the exercise of any right, power or
privilege hereunder.
12. Miscellaneous. This Agreement shall apply to any and all transaction
entered into by and between the parties, including subsequent, follow-up,
repeat, extended or renegotiated transactions.
13. Effective Date. This Agreement
is effective on the date when DISCLOSEE clicks Accept
and submits the Event Director
application.
Thank you for applying to become a 5 Minute Networking® Event Director.
Additional information about the Event Director program will be emailed to the
address you provided.