Mr. Date Coach LLC Confidentiality Agreement

1. Confidential Information.

Client proposes to disclose certain of its confidential and proprietary information (the “Confidential Information”) to Mr. Date Coach LLC. Confidential Information shall include all data, materials, products, technology, computer programs, specifications, manuals, business plans, software, marketing plans, business plans, financial information, and other information disclosed or submitted, orally, in writing, or by any other media, to Mr. Date Coach LLC by Client. Confidential Information disclosed orally shall be identified as such within five (5) days of disclosure. Nothing herein shall require Client to disclose any of its information.

2. Mr. Date Coach LLC’s Obligations.

A. Mr. Date Coach LLC agrees that the Confidential Information is to be considered confidential and proprietary to Client and Mr. Date Coach LLC shall hold the same in confidence, shall not use the Confidential Information other than for the purposes of its business with Client, and shall disclose it only to its officers, directors, or employees with a specific need to know. Mr. Date Coach LLC will not disclose, publish or otherwise reveal any of the Confidential Information received from Client to any other party whatsoever except with the specific prior written authorization of Client.

B. Confidential Information furnished in tangible form shall not be duplicated by Mr. Date Coach LLC except for purposes of this Agreement. Upon the request of Client, Mr. Date Coach LLC shall return all Confidential Information received in written or tangible form, including copies, or reproductions or other media containing such Confidential Information, within ten (10) days of such request. At Mr. Date Coach LLC’s option, any documents or other media developed by the Mr. Date Coach LLC containing Confidential Information may be destroyed by Mr. Date Coach LLC. Mr. Date Coach LLC shall provide a written certificate to Client regarding destruction within ten (10) days thereafter.

3. Term.

The obligations of Mr. Date Coach LLC herein shall be effective [Non-Disclosure Period] from the date Client last discloses any Confidential Information to Mr. Date Coach LLC pursuant to this Agreement. Further, the obligation not to disclose shall not be affected by bankruptcy, receivership, assignment, attachment or seizure procedures, whether initiated by or against Mr. Date Coach LLC, nor by the rejection of any agreement between Client and Mr. Date Coach LLC, by a trustee of Mr. Date Coach LLC in bankruptcy, or by the Mr. Date Coach LLC as a debtor-in-possession or the equivalent of any of the foregoing under local law.

4. Other Information.

Mr. Date Coach LLC shall have no obligation under this Agreement with respect to Confidential Information which is or becomes publicly available without breach of this Agreement by Mr. Date Coach LLC; is rightfully received by Mr. Date Coach LLC without obligations of confidentiality; or is developed by Mr. Date Coach LLC without breach of this Agreement; provided, however, such Confidential Information shall not be disclosed until thirty (30) days after written notice of intent to disclose is given to Client along with the asserted grounds for disclosure.

 

5. No License.

Nothing contained herein shall be construed as granting or conferring any rights by license or otherwise in any Confidential Information. It is understood and agreed that neither party solicits any change in the organization, business practice, service or products of the other party, and that the disclosure of Confidential Information shall not be construed as evidencing any intent by a party to purchase any products or services of the other party nor as an encouragement to expend funds in development or research efforts. Confidential Information may pertain to prospective or unannounced products. Mr. Date Coach LLC agrees not to use any Confidential Information as a basis upon which to develop or have a third party develop a competing or similar product.

6. No Publicity.

Mr. Date Coach LLC agrees not to disclose its participation in this undertaking, the existence or terms and conditions of the Agreement, or the fact that discussions are being held with Client.

7. Governing Law and Equitable Relief.

This Agreement shall be governed and construed in accordance with the laws of the United States and the State of [State of Governing Law] and Mr. Date Coach LLC consents to the exclusive jurisdiction of the state courts and U.S. federal courts located there for any dispute arising out of this Agreement. Mr. Date Coach LLC agrees that in the event of any breach or threatened breach by Mr. Date Coach LLC, Client may obtain, in addition to any other legal remedies which may be available, such equitable relief as may be necessary to protect Client against any such breach or threatened breach.

8. Final Agreement.

This Agreement terminates and supersedes all prior understandings or agreements on the subject matter hereof. This Agreement may be modified only by a further writing that is duly executed by both parties.

9. No Assignment.>

Mr. Date Coach LLC may not assign this Agreement or any interest herein without Client’s express prior written consent.

10. Severability.

If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included.

11. Notices.

Any notice required by this Agreement or given in connection with it, shall be in writing and shall be given to the appropriate party by personal delivery or by certified mail, postage prepaid, or recognized overnight delivery services.

12. No Implied Waiver.

Either party’s failure to insist in any one or more instances upon strict performance by the other party of any of the terms of this Agreement shall not be construed as a waiver of any continuing or subsequent failure to perform or delay in performance of any term hereof.

13. Headings.

Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.