NON DISCLOSURE AGREEMENT
This Non-disclosure Agreement (this "Agreement") is made effective as of 04/19/2021 (the "Effective Date"), by and between REM Private Management (the "Owner"), and who's IP address is 220.127.116.11 (the "Recipient"")
Information will be disclosed to Recipient for the purpose of facilitating operations of managing Recipient’s private business.
The Owner has requested and the Recipient agrees that the Recipient will protect the confidential material and information which may be disclosed between the Owner and the Recipient. Therefore, the parties agree as follows:
I. CONFIDENTIAL INFORMATION. The term "Confidential Information" means any information or material which is proprietary to the Owner, whether or not owned or developed by the Owner, which is not generally known other than by the Owner, and which the Recipient may obtain through any direct or indirect contact with the Owner including but not limited to information in emails from privateestatetrust.org. Regardless of whether specifically identified as confidential or proprietary, Confidential Information shall include any information provided by the Owner and information of the Owner and any third party with which the Owner deals, including, without limitation, documents, templates, research, management templates, trust document templates, information regarding government exemption accounts, information regarding general executor status, access to exemption accounts, use of exemption accounts, set-off, private commercial instruments, commercial processes, estate secrets, legal system secrets, all other processes, procedures, contracts, financial institution information and intellectual property shared by the Owner. The nature of the information and the manner of disclosure are such that a reasonable person would understand it to be confidential. Confidential information shall include any information that could cause a negative public reaction and disrupt the public peace and/or place the business of government at risk.
II. PROTECTION OF CONFIDENTIAL INFORMATION. The Recipient understands and acknowledges that the Confidential Information has been developed or obtained by the Owner by the investment of significant time, effort and expense, and that the Confidential Information is a valuable, special and unique asset of the Owner which provides the Owner with a significant advantage, and needs to be protected from improper disclosure. In consideration for the receipt by the Recipient of the Confidential Information, the Recipient agrees as follows:
A. No Disclosure. The Recipient will hold the Confidential Information in confidence and will not disclose the Confidential Information to any person or entity be they natural or artificial, public or private, by telephone, fax, copy, email, picture, conversation, and any writing, recording, or transfer of information on or by any medium without the prior written consent of the Owner.
B. No Copying/Modifying. The Recipient will not copy or modify any Confidential Information without the prior written consent of the Owner.
C. Unauthorized Use. The Recipient shall promptly advise the Owner if the Recipient becomes aware of any possible unauthorized disclosure or use of the Confidential Information.
D. Disclosure Penalties. The Recipient agrees to a penalty of one hundred thousand dollars ($100,000.00 USD) per occurrence of any improper disclosure under the terms of this Agreement.
III. UNAUTHORIZED DISCLOSURE OF INFORMATION - INJUNCTION. If it appears that the Recipient has disclosed (or has threatened to disclose) Confidential Information in violation of this Agreement, the Owner shall be entitled to an injunction to restrain the Recipient from disclosing the Confidential Information in whole or in part. The Owner shall not be prohibited by this provision from pursuing other remedies, including a claim for losses and damages. The Recipient agrees to an injunction by private arbitration by operation of law for any improper disclosure.
IV. NON-CIRCUMVENTION. For an indefinite period after the signature date of this Agreement, the Recipient will not attempt to do business with, or otherwise solicit any business contacts found or otherwise referred by Owner to Recipient, or use any information or intellectual property supplied by the Owner, for the purpose of circumventing, the result of which shall be to prevent the Owner from realizing or recognizing a profit, fees, or otherwise, without the specific written approval of the Owner. If such circumvention shall occur the Owner shall be entitled to any commissions due pursuant to this Agreement or relating to such transaction.
V. RETURN OF CONFIDENTIAL INFORMATION. Upon the written request of the Owner, the Recipient shall return to the Owner all written materials containing the Confidential Information. The Recipient shall also deliver to the Owner written statements signed by the Recipient certifying that all materials have been returned within ten (10) days of receipt of the request.
VI. RELATIONSHIP OF PARTIES. Neither party has an obligation under this Agreement to purchase any service or item from the other party, or commercially offer any products using or incorporating the Confidential Information. This Agreement does not create any agency, partnership, or joint venture. A party to this agreement that is a public agent binds the public office for which he or she holds agency for any breach of this agreement in service to their office.
VII. NO WARRANTY. The Recipient acknowledges and agrees that the Confidential Information is provided on an "AS IS" basis. THE OWNER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE CONFIDENTIAL INFORMATION AND HEREBY EXPRESSLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL THE OWNER BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THE PERFORMANCE OR USE OF ANY PORTION OF THE CONFIDENTIAL INFORMATION. The Owner does not represent or warrant that any product, document or template disclosed to the Recipient will be marketed or carried out as disclosed, or at all. Any actions taken by the Recipient in response to the disclosure of the Confidential Information shall be solely at the risk of the Recipient.
VIII. LIMITED LICENSE TO USE. The Recipient shall not acquire any intellectual property rights under this Agreement except the limited right to use as set forth above. The Recipient acknowledges that, as between the Owner and the Recipient, the Confidential Information and all related copyrights and other intellectual property rights, are (and at all times will be) the property of the Owner, excepting any property including documents granted to the Recipient for Recipient’s private use, even if suggestions, comments, and/or ideas made by the Recipient are incorporated into the Confidential Information or related materials during the period of this Agreement.
IX. INDEMNITY. Each party agrees to defend, indemnify, and hold harmless the other party and its officers, directors, interest holders, trustees, agents, affiliates, distributors, representatives, and employees from any and all third party, including government agencies, claims, demands, liabilities, costs and expenses, including reasonable attorney's fees, costs and expenses resulting from the indemnifying party's material breach of any duty, representation, or warranty under this Agreement.
X. LEGAL FEES. In any legal action between the parties concerning this Agreement, the prevailing party shall be entitled to recover reasonable legal fees and costs.
XI. PENALTIES. Do to the highly sensitive nature of the information and intellectual property that is the subject of this agreement, the Recipient agrees to penalties of one hundred thousand dollars ($100,000.00 USD) per occurrence for any damages to Owner caused by any breach of this agreement including but not limited to financial damages and damages to the liberty of any officer, trustee, interest holder or beneficiary of Owner.
XII. TERM. The obligations of this Agreement shall survive indefinitely from the signature date of this Agreement or until the Owner sends the Recipient written notice releasing the Recipient from this Agreement. After that, the Recipient must continue to protect the Confidential Information that was received during the term of this Agreement from unauthorized use or disclosure indefinitely.
XIII. GENERAL PROVISIONS. This Agreement sets forth the entire understanding of the parties regarding confidentiality. Any amendments must be in writing and signed by both parties. This Agreement shall be construed exclusive under the law of equity and the common law of the United States of America without the United States. This Agreement shall not be assignable by either party. Neither party may delegate its duties under this Agreement without the prior written consent of the other party. The confidentiality provisions of this Agreement shall remain in full force and effect at all times in accordance with the term of this Agreement. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining portions of this Agreement shall remain in full force and effect and construed so as to best effectuate the original intent and purpose of this Agreement.
XIV. SIGNATORIES. This Agreement shall be executed by the Trustee on behalf of REM Private Management and who's email is and IP address is 18.104.22.168 delivered electronically as of the date first written above.