Non-Disclosure Agreement (NDA)
For Coaches and Therapists Enrolled in the Love Serving Autism Certification Program
This Non-Disclosure Agreement (“Agreement”) is made and entered into as of [Date] by and between Love Serving Autism, Inc. (“LSA”), with an address at 11231 US Highway 1, North Palm Beach, FL 33408, and [Coach/Therapist Full Name] (“Coach/Therapist”), with an address at [Coach/Therapist Address]. LSA and Coach/Therapist may be referred to individually as a “Party” and collectively as the “Parties.”
- Purpose
The purpose of this Agreement is to protect the confidentiality of proprietary, intellectual, and sensitive information disclosed to Coach/Therapist by LSA in connection with the Love Serving Autism Certification Program (“Program”). This information is integral to LSA’s mission and efforts to provide specialized training for coaches and therapists working with neurodiverse athletes, particularly those with autism.
- Confidential Information
For the purposes of this Agreement, “Confidential Information” means any non-public, proprietary, and confidential information that LSA discloses to Coach/Therapist, either directly or indirectly, in writing, orally, or by inspection of tangible objects. Confidential Information includes, but is not limited to:
- Course content, curriculum materials, video content, presentations, scripts, and training methods.
- Any proprietary coaching methods, techniques, exercises, assessments, or tools developed by or used by LSA.
- Information regarding the structure, objectives, and implementation of the Certification Program.
- Any business plans, marketing strategies, and other information related to LSA’s operations.
- Personal data or information regarding participants or individuals involved in the Program.
- Client and family contact information, participant rosters, and any identifying information related to LSA’s program participants.
- Obligations of the Coach/Therapist
Coach/Therapist agrees to:
- Use Confidential Information solely for the purpose of participating in and completing the Certification Program.
- Maintain the confidentiality of the Confidential Information and not disclose it to any third party without LSA’s prior written consent.
- Take all reasonable precautions to protect the confidentiality of the Confidential Information.
- Not make any copies, reproductions, or adaptations of the Confidential Information without the prior written consent of LSA, except as necessary for the purposes of Program participation.
- Immediately notify LSA upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement, and cooperate with LSA in any investigation or action to prevent or remedy such breach.
- Non-Solicitation of Clients and Families
4.1 Prohibition on Solicitation. During Coach/Therapist’s participation in the Program and for a period of two (2) years following the completion or termination of Coach/Therapist’s relationship with LSA, Coach/Therapist shall not, directly or indirectly, solicit, recruit, contact, or encourage any LSA client, participant, family, or caregiver to discontinue their relationship with LSA or to transfer their participation to any other organization, program, or individual—including any organization or program founded, operated, or affiliated with Coach/Therapist.
4.2 Prohibition on Use of LSA Client Information. Coach/Therapist shall not use any client, participant, or family contact information obtained through their affiliation with LSA to promote, market, or recruit for any competing or independent program, organization, or business venture.
4.3 Permitted Conduct. Nothing in this Section shall prohibit Coach/Therapist from providing services to individuals who independently and voluntarily seek out Coach/Therapist’s services without any direct or indirect solicitation by Coach/Therapist, provided that Coach/Therapist has not used any LSA Confidential Information to initiate or facilitate that contact.
- Conflict of Interest
5.1 Disclosure Requirement. Coach/Therapist shall promptly disclose to LSA, in writing, any actual or potential conflict of interest that arises during their participation in the Program. This includes, but is not limited to, any plans to establish, operate, or affiliate with a competing therapeutic racket sports program or autism-focused sports organization.
5.2 Prohibition on Competing Activities During Program. While actively enrolled in or affiliated with LSA’s Certification Program, Coach/Therapist shall not establish, operate, co-found, or materially assist any organization or program that directly competes with LSA’s therapeutic racket sports services, without prior written approval from LSA.
5.3 Use of LSA Intellectual Property. Coach/Therapist shall not utilize LSA’s proprietary training methods, curriculum, branding, or Confidential Information in connection with any competing or independent venture, whether during or after their affiliation with LSA.
- Exclusions from Confidential Information
Confidential Information does not include information that:
- Is or becomes publicly available without breach of this Agreement by the Coach/Therapist.
- Was in the Coach/Therapist’s possession prior to receipt from LSA, as proven by written documentation.
- Is independently developed by the Coach/Therapist without use of or reference to the Confidential Information.
- Is disclosed to the Coach/Therapist by a third party who has no duty of confidentiality to LSA with respect to such information.
- Term
This Agreement shall remain in effect during Coach/Therapist’s participation in the Certification Program and for a period of two (2) years following completion or termination of the Program. The non-solicitation obligations set forth in Section 4 shall survive termination or expiration of this Agreement for the full two (2) year period specified therein.
- Return or Destruction of Materials
Upon the termination or completion of the Certification Program, or upon LSA’s request, Coach/Therapist shall promptly return or destroy all documents and materials (including electronic copies) containing Confidential Information.
- Intellectual Property
All materials, methods, and information provided to Coach/Therapist by LSA under this Agreement are the exclusive property of LSA and are protected by copyright, trademark, and other intellectual property laws. Coach/Therapist shall not use any LSA intellectual property for any purpose outside of the Program without prior written permission from LSA.
- Remedies
Coach/Therapist acknowledges that any unauthorized use or disclosure of Confidential Information, or any violation of the non-solicitation or conflict of interest provisions of this Agreement, may cause irreparable harm to LSA for which monetary damages would be an inadequate remedy. Therefore, LSA may seek injunctive relief and other equitable remedies in addition to any other rights and remedies available at law or in equity, without the requirement of posting bond or other security.
- No License Granted
Nothing in this Agreement is intended to grant Coach/Therapist any rights under any patent, copyright, trade secret, or other proprietary right of LSA, nor shall this Agreement grant Coach/Therapist any rights in or to the Confidential Information except as expressly set forth herein.
- Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of law provisions.
- Entire Agreement
This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, and representations, whether oral or written, relating to the subject matter of this Agreement.
- Amendment and Waiver
This Agreement may only be amended in writing signed by both Parties. No waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties.
- Severability
If any provision of this Agreement is found to be unenforceable, it shall be enforced to the fullest extent permissible, and the remaining provisions shall continue in full force and effect.
IN WITNESS WHEREOF, the Parties have executed this Non-Disclosure Agreement as of the date first above written.