CONFIDENTIALITYAND NON-DISCLOSURE AGREEMENT
THIS AGREEMENT is made and entered into this ____ day of ______________, 2009 by and between Global Fitness Association, LLC (hereinafter know as "GFA") whose address is 849 Freels Peak, Incline Village, NV 89450 and _____________________________________ , Non Disclosing Party (hereinafter known as "NDP") whose address is _________________________________________.
R E C I T A L S
WHEREAS, GFA develops, manages and markets an internet based membership site with agreements between gyms, health clubs, fitness centers. GFA will also offer many products, programs and information for persons in the fitness industry;
WHEREAS, the parties desire to explore a future joint venture relationship between GFA and NDP to help further develop, market and solicit GFA memberships, fitness products and services which GFA is developing for distribution throughout the United States and Internationally.
WHEREAS, the parties acknowledge that protection of the Confidential Information is fundamental to their meetings and exploration of a future business relationship;
WHEREAS, the parties desire to enter into this Agreement to maintain the confidential status of the Confidential Information;
NOW, THEREFORE, in view of the mutual covenants contained herein, the parties agree as follows:
1. Incorporation of Recitals: The recitals set forth above are incorporated herein as if set out in full.
2. Use of Confidential Information: Confidential Information includes:
A. GFA's trade secrets, methods, processes, procedures, customers, product plans, designs, costs, prices, names, non-published financial information, marketing concepts, marketing plans, business opportunities, personnel, research, development and/or know-how.
B. Any information designated by GFA as confidential in writing or, if disclosed orally, designated as confidential at the time of disclosure and/or reduced to writing and designated as confidential in writing within thirty (30) days of the disclosure.
C. Confidential Information does not include information that:
(1) Is or becomes generally known or available by publication, commercial use or otherwise through no fault of NDP.
(2) Is independently developed by NDP without use of GFA's Confidential Information or trade secrets.
(3) Is lawfully obtained from a third party who has the right to make such disclosure.
(4) Is released for publication by GFA in writing. NDP receiving Confidential Information disclosed by GFA will exercise diligent care to protect the Confidential Information in NDP's possession or control from unauthorized dissemination and shall also use the same degree of care, if higher, that NDP uses to protect its own trade secrets and/or Confidential Information. NDP shall use Confidential Information for purposes necessary to directly further the purposes of GFA's and NDP's mutual agreements only and for no other purposes whatsoever. Except as expressly agreed to in writing, NDP will not disclose to any third parties any Confidential Information without prior written consent of GFA. The parties shall have each of their representatives and employees sign non-disclosure agreements before Confidential Information is provided to them. All copies of Confidential Information held by NDP shall be delivered to GFA no later than thirty (30) days after termination of any future agreements entered into by GFA and NDP or no later than thirty (30) days after termination of GFA and NDP's exploration of a future business relationship.
3. Governing Law: This Agreement is being entered into in the State of Nevada, is to be performed in part in the State of Nevada, and is with a limited liability company duly formed in the State of Nevada. This Agreement and the rights and obligations hereunder shall be governed by, and construed and interpreted in all respects in accordance with, the laws of the State of Nevada, without regard to any conflict of laws or provisions herewith. Any litigation concerning this Agreement or the matters described herein shall be brought only in a federal or state court of competent jurisdiction in Carson City, Nevada.
4. Laws of the State of Nevada, Jurisdiction and Venue in the State of Nevada: WITH RESPECT TO THIS AGREEMENT AND THE ENFORCEMENT THEREOF, NDP HEREBY SUBMITS ITSELF TO THE LAWS OF THE STATE OF NEVADA, TO THE JURISDICTION OF THE COURTS IN THE STATE OF NEVADA AND AGREES THAT VENUE IS PROPER IN SUCH COURTS. NDP WAIVES ALL OBJECTIONS TO THE APPLICATION OF NEVADA LAW TO IT AND TO VENUE AND JURISDICTION IN THE COURTS OF THE STATE OF NEVADA.
5. Attorneys' Fees: IF NDP BREACHES THIS AGREEMENT, NDP SHALL PAY ALL OF GFA'S ATTORNEYS' FEES, COURT COSTS AND ALL OTHER COSTS THAT GFA INCURS IN ENFORCING THIS AGREEMENT.
6. Severability: If any provision of this Agreement is declared or determined by a court of competent jurisdiction to be invalid, the validity of the remaining parts, terms, or provisions shall not be affected thereby, and any such invalid part, term or provision shall be deemed not to be a part of this Agreement.
7. Term: The obligations of this Agreement shall terminate on the later of (a) two (2) years after termination of any future agreements entered into by the parties or (b) two (2) years after termination of the parties' exploration of a future business relationship.
8. Binding Effect/Vicarious Liability: This Agreement shall be binding upon the parties, their heirs, successors and assigns. NDP is responsible for the acts of its principals, agents, associates, employees and/or other representatives and shall be fully liable to GFA, including any and all damages, attorneys' fees, court costs and other costs, in the event that any such persons and/or entities do anything, by way of action or inaction, that would be considered a breach of this Agreement as if done by NDP.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and effective as of the date written above.
GLOBAL FITNESS ASSOCIATION, LLC NON-DISCLOSING PARTY
BY: ____________________________________ ____________________________________________
Date:__________________ , 2009 Date: ____________________, 2009