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Non-Compete Disclosure

CONFIDENTIALITY AND NONDISCLOSURE AGREEMENT

This Confidentiality Agreement (the "Agreement") is effective                                          and is between the Chiligods LLC           , whose principal place of business is located at1083 Vine St Ste 314 Healdsburg, CA 95448

(hereafter     "Principal"),    and                                                            whose      place   of    business   is    located                  at

(hereafter

"Contracting Party").

 

In consideration of the mutual promises contained herein and other good and valuable consideration, the sufficiency of which the parties agree upon, the parties agree as follows:

  1. Ownership. Principal is the Q.VVfleJL or has p�rmission to possess from the owner, all research data supporting the written materials entitled 'Image/Idea Documentary". Principal claims all copyright ownership and other ownership rights for "Image/Idea Documentary ". This research data and written material is hereafter collectively referenced as "INFORMATION."

  2. Confidentiality. The parties understand that the INFORMATION is confidential, proprietary, may include trade secrets, and is of great value. Contracting Party agrees that he/she has not done, and will not do at any time in the future, even after the termination of any relationship between the parties, without the written consent of Principal any of the following:

    1. He/She has not disclosed and will not disclose any information regarding the INFORMATION directly or indirectly to any third party;

    2. He/She has not copied, digested, summarized, or used and will not copy, digest, summarize, or use the INFORMATION in whole or part, or any knowledge learned from the INFORMATION, for any purposes except for the purpose contemplated by this Agreement which purpose is to assist water utilities in the protection of facilities and alert them to some potential vulnerabilities.

  3. Employee, Agent Confidentiality. No employee, officer, agent, or independent consultant of Contracting Party will have access in any manner to either the general outline of, or details relating to, the INFORMATION without the prior written authorization by Principal and without agreeing to be bound by the terms of this Agreement.

  4. Return of all materials. Upon Principal's request at any time and for any reason, the Contracting Party shall immediately return all documentation in whatever form or media, as well as all copies, relating to the INFORMATION, including, but not limited to, any notes concerning the INFORMATION. Contracting Party shall not retain any drawings, prototypes, authorized copies, extracts, reproductions, or other documentation relating in any manner to the INFORMATION. Any exceptions regarding materials to be returned shall be delineated, in writing, and signed by the parties jointly.

  5. Breach. Contracting Party acknowledges that a breach by him/her of the provisions of this Agreement will cause Principal irreparable damage for which Principal cannot be reasonably or adequately compensated in damages. Principal shall therefore be entitled, in addition to all other remedies available to it including, but not limited to attorneys' fees and costs, to injunctive and/or other equitable relief to prevent a breach of this Agreement, or any part of it, and to secure its enforcement. Further, the Principal shall be entitled to ten thousand dollars ($10,000.00) as liquidated damages, and not as penalty, for the breach of this Agreement.

  6. This Agreement shall not restrict disclosure of facts that are (a) known to the Contracting Party prior to receipt of the INFORMATION (if such prior knowledge can be established); (b) obtained without restriction as to further disclosure from a lawful source other than the Principal; (c) in the public domain at the time received from Principal or thereafter

 

CONFIDENTIALITY AND NONDISCLOSURE AGREEMENT

enter the public domain through no fault of the Contracting Party; or (d) disclosed to the U.S. government through Court order or appropriate demand as long as efforts are made to protect the INFORMATION from further disclosure.
 

  1. General. Miscellaneous. LawNenue. Unless prohibited by State statute or U.S. Federal law, any legal action may only be brought in Denver County, Colorado or the United States District Court, Colorado; and this Agreement is to be interpreted and enforced according to Colorado law except where U.S. Federal law applies. Notices. All notices required under this Agreement must be in writing. Notice will be deemed given when delivered personally or five (5) days after having been sent by first class mail, postage pre-paid, to the addresses stated above, or to such other address as may be requested by the parties from time to time; or when sent by email upon receipt when receipt is confirmed by separate email. Rights Reserved. All rights not expressly granted are reserved. Further, this Agreement is not to be construed to constitute a license to Contracting Party to make, use, sell, or promote the INFORMATION in whole or in part. Independent Contractors. The parties are independent of each other. Nothing in this Agreement shall be construed to create an employment or joint relationship between the parties. Binding Effect. This Agreement shall be binding upon and inure to the benefit of subsidiaries, affiliates, successors, and assigns of the parties. No Modification or Assignment. No modifications to this Agreement shall be valid unless made in writing and executed by both parties. This Agreement is not assignable by the Contracting Party. Severability. The provisions of this Agreement shall be deemed severable, and the invalidity, illegality, or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provisions. In the event any provision of this Agreement is found to be invalid, illegal, or unenforceable, the parties shall endeavor to modify that clause in a manner that gives effect to the intent of the parties in entering into the Agreement. Entire Agreement. This Agreement constitutes the entire understanding between the parties and supersedes all prior agreements, representations, and understandings whether written or oral. Waiver. Any wavier of a particular breach of this Agreement by a party shall not operate as a waiver to any other breach of this Agreement by that party. Captions for Convenience. All captions used in this Agreement are for convenience only and shall have no meaning in the interpretation or effect of this Agreement. Construction. This Agreement is not to be construed against the drafter. DISCLAIMER/LIMITATION ON LIABILITY. THE PRINCIPAL DISCLAIMS ANY AND ALL LIABILITY FOR CLAIMS, ACTIONS, DEMANDS, OR LITIGATION, INCLUDING, BUT NOT LIMITED TO, SPECIAL OR CONSEQUENTIAL DAMAGES, AND ATTORNEYS' FEES AND COSTS, CONCERNING THE COMPLETENESS OR ACCURACY OF THE INFORMATION. IN THE EVENT THIS DISCLAIMER IS DEEMED INVALID, PRINCIPAL'S MAXIMUM LIABILITY TO THE CONTRACTING PARTY OR ANY OTHER THIRD PARTY BENEFICIARY TO THIS AGREEMENT FOR ANY AND ALL CLAIMS RELATING TO THE INFORMATION OR THIS AGREEMENT SHALL BE $100, U.S., INCLUSIVE OF ALL POSSIBLE MONEY JUDGMENTS, INCLUDING, WITHOUT LIMITATION, ATTORNEYS' FEES, COSTS, AND/OR DAMAGES, WHETHER DIRECT, INDIRECT OR PUNITIVE. Authority. The individuals executing this Agreement on behalf of their respective parties hereby represent and warrant that they have the right, power, legal capacity, and appropriate corporate authority to enter into this Agreement on behalf of the corporation for which they sign below.

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