Therapist Certification Application

Non-Disclosure Agreement (NDA) This Non-Disclosure Agreement (the “Agreement”) is made and entered into as of [Effective Date], by and between Love Serving Autism (“Disclosing Party”) and Coach/Therapist/Volunteer (“Receiving Party”). The parties hereto desire to set forth their agreement and understanding with respect to any Confidential Information (as defined below) disclosed by Disclosing Party in connection with the parties’ consideration of Love Serving Autism’s certification project (the “Project”). NOW, THEREFORE, in consideration of the mutual premises, covenants and agreements herein contained, and intending to be legally bound hereby, the parties hereto agree as follows: 1. Definition of Confidential Information For purposes of this Agreement, “Confidential Information” includes all written, electronic, or oral information that is disclosed by the Disclosing Party to the Receiving Party and is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, but is not limited to, proprietary information, technical data, trade secrets, coach/therapist/volunteer certification training techniques, methods, processes, plans, and ideas, know-how, research, product plans, products, services, customer lists and relationships, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, marketing, internal finances and accounting, and other business information disclosed in connection with the Project. 2. Obligations of Receiving Party The Receiving Party agrees to: a) Maintain strict confidentiality of the Confidential Information, and further agrees that it shall not, without the prior written consent of the Disclosing Party, transfer, publish, display, disclose or otherwise make available any such Confidential Information, directly or indirectly, to any third party or person except as expressly permitted by paragraph 3 below,,. b) Use the Confidential Information only for the purpose of evaluating or engaging in discussions concerning the Project. c) take any other action with respect to any such Confidential Information that is inconsistent with the confidential and proprietary nature thereof d) Take all reasonable measures to protect the confidentiality of the Confidential Information, which shall include at least the same degree of care that the Receiving Party uses to protect its own confidential information of a similar nature, but in no event less than a reasonable degree of care. e) Restrict disclosure of the Confidential Information to those of its employees, agents, and contractors who have a need to know and are bound by confidentiality obligations no less protective of the Confidential Information than this Agreement. f) In the event that the or anyone to whom the Receiving Party transmits or provides Confidential Information pursuant to this Agreement becomes legally compelled (by deposition, interrogatory, subpoena, civil investigation, demand or similar process) to disclose any of the Confidential Information of the Disclosing Party, Receiving Party shall provide the Disclosing Party with prompt written notice so that the Disclosing Party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. In the event the Disclosing Party is unable to obtain such protective order or other appropriate remedy, Receiving Party shall furnish only that portion of the Confidential Information which Receiving Party is advised by counsel is legally required. 3. Exclusions from Confidential Information Confidential Information does not include information that: a) Is or becomes publicly known through no breach of this Agreement by the Receiving Party; b) Is rightfully received from a third party without breach of any obligation of confidentiality; c) Is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information, as evidenced by written records; or d) Is approved for release by written authorization of the Disclosing Party. 4. Return of Materials Upon termination or expiration of this Agreement, or upon the Disclosing Party’s request, the Receiving Party shall promptly return or destroy all materials containing Confidential Information, including all copies, extracts, and summaries thereof. 5. Term This Agreement shall commence on the Effective Date and continue in effect until terminated by either party with thirty (30) days prior written notice. However, the confidentiality obligations shall survive the termination of this Agreement for a period of three (3) years. 6. No License Nothing in this Agreement shall be construed as granting any rights, by license or otherwise, to the Receiving Party under any intellectual property rights of the Disclosing Party. 7. No Warranty All Confidential Information is provided “as is” without any warranty of any kind. 8. Injunctive Relief Receiving Party acknowledges and agrees that money damages would be an inadequate remedy for the injuries and damage that would be suffered by the Disclosing Party in the case of Receiving Party’s or any of its Representative’s breach of this Agreement. Therefore, the Disclosing Party, besides any other remedies it may have at law or in equity, shall be entitled to injunctive and other equitable relief to enforce the provisions of this Agreement. 9. Governing Law This Agreement shall be governed by and construed in accordance with the laws of all US States without regard to its conflicts of law principles. 10. Entire Agreement This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous understandings or agreements, whether written or oral, regarding such subject matter. This Agreement may only be amended or modified by a written agreement signed by both parties. IN WITNESS WHEREOF, the parties hereto have executed this Non-Disclosure Agreement as of the Effective Date.