This Agreement (the ''Agreement'') is by and between FSMC, Matthew Law, individually (“Disclosing Party”) and you the signer of this document or (“Receiving Party”) for the purpose of exchanging specific information on a confidential basis. This Agreement contains the terms and restrictions which apply to that information and other information exchanged by the parties (“Confidential Information”).
I. Definition of Confidential Information. For purposes of this Agreement, Confidential Information shall include all information or material that has or could have commercial value or other utility in the business in which Disclosing Party is engaged, including but not limited to, data, computer programs, methodologies and any material relating to its computer database, business operations, marketing, strategy, and material customer information.
II. Exclusions From Confidential Information. Receiving Party’s obligations under this Agreement do not extend to information that is: (a) publicly known at the time of disclosure or subsequently becomes publicly known through no fault of the Receiving Party; (b) discovered or created by the Receiving Party before disclosure by Disclosing Party; (c) learned by the Receiving Party through legitimate means other than from the Disclosing Party or Disclosing Party’s representatives; or (d) is disclosed by Receiving Party with Disclosing Party's prior written approval.
III. Obligations of Receiving Party. Receiving Party shall hold and maintain the Confidential Information in strictest confidence for the sole and exclusive benefit of the Disclosing Party. Receiving Party shall carefully restrict access to Confidential Information to employees, contractors, and third parties as is reasonably required and shall require those persons to sign nondisclosure restrictions at least as protective as those in this Agreement. Receiving Party shall not, without the prior written approval of Disclosing Party, use for Receiving Party's own benefit, publish, copy, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of Disclosing Party, any Confidential Information. Receiving Party shall return to Disclosing Party any and all records, notes, and other written, printed, or fungible materials in its possession pertaining to Confidential Information immediately if Disclosing Party requests it in writing.
IV. Time Periods. The nondisclosure provisions of this Agreement shall survive the termination of this Agreement and Receiving Party’s duty to hold Confidential Information in confidence shall remain in effect until the Confidential Information no longer qualifies as a trade secret or until Disclosing Party sends Receiving Party written notice releasing Receiving Party from this Agreement, whichever occurs first.
V. Relationships. Nothing contained in this Agreement shall be deemed to constitute either party a partner, joint venture or employee of the other party for any purpose.
VI. Severability. If a court finds any provision of this Agreement invalid or unenforceable, the remainder of this Agreement shall be interpreted so as best to effect the intent of the parties.
VII. 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 a writing signed by both parties.
VIII. Waiver. The failure to exercise any right provided in this Agreement shall not be a waiver of prior or subsequent rights.
IX. Prohibited. The training program is for our marketing consultants which are FSMC trainees. It is prohibited for any user to take FSMC's information and use it to teach and train other individuals to run their own marketing company.
X. Promotion, Privacy and Disclosure. Receiving party agrees not to use FSMC's name, brand, or logo in any online or offline publications without written consent from FSMC. Receiving party also agrees to keep private all information about our programs, pricing, tools, and resources. Receiving party further agrees not to use FSMC for affiliate marketing gains, promotions, or in a way that compares us to other programs.
This Agreement and receiving party's obligations shall be binding on the representatives, assigns and successors of such party. Each party accesses our program information agrees to be bound by this program.