Non-Disclosure Agreement

I, the “Participant” agree to the following terms and conditions as required by The Network Incubator LLC's (“TNI”). As a Participant of TNI Sessions, I may be both a Disclosing Party and Recipient of Confidential information from other Participants of TNI.

As a Recipient, I will not use or disclose Confidential Information to any 3^rd party without written consent of Disclosing Party. Confidential information includes but is not limited to:

1. information relating to Disclosing Party’s financial, regulatory, personnel or operational matters,
2. information relating to Disclosing Party's personally identifiable information, clients, customers, beneficiaries, suppliers, donors, employees, volunteers, volunteers, sponsors or business associates and partners,
3. trade secrets, know-how, inventions, discoveries, techniques, processes, methods, formulae, ideas, technical data and specifications, testing methods, research and development activities, computer programs and designs,
4. contracts, product plans, sales and marketing plans, business plans and
5. all information not generally known outside of Disclosing Party’s business, regardless of whether such information is in written, oral, electronic, digital, or other form and regard
6. intellectual property, such as copyrightable material, trademarks, service marks, or patents.

As a Recipient, I agree to return any documents, notes, copies, samples, or any other tangible materials to the Disclosing Party upon request.

As a Disclosing Party, I acknowledge that I am able to share Confidential Information in TNI Sessions and will receive the same protections as detailed above.

Non-Compete:

Recipients will not use Confidential Information to compete against Disclosing Party for a period of one year. Recipients will not use any information or processes from TNI Sessions to build a substantially similar program that would compete against The Network Incubator LLC for a period of 5 years.

Non-Solicitation: 

Recipient will not use any information, confidential or otherwise, to solicit any benefit from TNI's clients, customers, beneficiaries, suppliers, donors, employees, volunteers, volunteers, sponsors or business associates or partners, including but not limited to employment, clients, or recommendations.

Exclusions:

Receiving Party’s obligations under this Agreement do not extend to information that is:

1. publicly known at the time of disclosure or subsequently becomes publicly known through no fault of the Receiving Party
2. discovered or created by the Receiving Party before disclosure by Disclosing Party;
3. learned by the Receiving Party through legitimate means other than from the Disclosing Party or Disclosing Party’s representatives; or
4. disclosed by Receiving Party with Disclosing Party’s prior written approval.

Nothing in this Agreement shall grant any license, waiver, or rights of Confidential Information to the Recipient. The Disclosing Party will retain all rights to Confidential Information s/he elects to disclose in TNI Sessions.

Nothing in this Agreement forms a partnership, joint venture, employment or any other relationship between the Recipient and Disclosing Party.

Term:

This agreement will be in effect for a period of 5 years, until Disclosing Party releases Recipient in writing, or Confidential Information ceases to be confidential, whichever occurs first.

General Provisions:

This Agreement will be construed in accordance with and governed by the laws in the State of Virginia.

Parties agree to resolve any and all disputes arising out of this contract in mediation or arbitration located in the state of Virginia. The party opposing the contract shall pay all expenses.

A waiver of the parties of a breach of any of the provisions herein shall not be deemed a waiver of any subsequent breach nor a modification of this contract.

Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent

Should any provision of this contract be held void or not enforceable, such provisions shall be deemed omitted and this agreement, with such provision omitted, shall remain in full force and effect.

No modification, alteration or amendment or any provisions contained herein shall be valid or binding unless in writing executed by both parties.

Both parties warrant that they are entering into this agreement freely, without coercion and inducement.

Both parties warrant that no other binding agreement in force shall interfere with or supersede this agreement.

This agreement represents and merges all prior communications between Provider and Recipient. Any prior promises not set forth in this agreement are now void.