Non-Disclosure Agreement (NDA)
This Non-Disclosure Agreement (the “Agreement”) is made and entered into as of [Date] (the “Effective Date”) between The Livable Forest® (the “Disclosing Party”) and the undersigned member (“Receiving Party”).
The purpose of this Agreement is to protect the confidential information disclosed by the Disclosing Party to the Receiving Party in connection with the use of The Livable Forest® platform and services (the “Platform”).
“Confidential Information” refers to any information, data, or materials disclosed by the Disclosing Party to the Receiving Party, including but not limited to trade secrets, business strategies, customer information, financial information, and any other information that is marked as confidential or would reasonably be considered confidential under the circumstances.
- The Receiving Party agrees to maintain the confidentiality of the Confidential Information and to use it solely for the purpose of utilizing the Platform.
- The Receiving Party shall not disclose the Confidential Information to any third party without the prior written consent of the Disclosing Party, except as required by law.
- The Receiving Party shall take all reasonable measures to prevent unauthorized access, use, or disclosure of the Confidential Information.
- The Receiving Party shall promptly notify the Disclosing Party in writing of any unauthorized disclosure or use of the Confidential Information.
- A portion of the member fees paid by the Receiving Party shall be allocated to supporting the staff of The Livable Forest® (the “Staff”).
- The exact percentage or amount of the member fees allocated to supporting the Staff shall be determined by The Livable Forest® and may be subject to change. The Receiving Party shall be notified of any updates to the allocation in a timely manner.
Ownership and Intellectual Property
- The Receiving Party acknowledges and agrees that all intellectual property rights, including but not limited to copyrights and trademarks, in the Platform and any content or information provided therein, are the sole property of The Livable Forest® or its licensors.
- The Receiving Party shall not use, reproduce, modify, distribute, or create derivative works of any content or information available on the Platform without the express written permission of The Livable Forest® or the respective owner.
Term and Termination
- This Agreement shall remain in effect for the duration of the Receiving Party’s use of the Platform and thereafter for a period of [insert number] years.
- The Livable Forest® reserves the right to terminate the Receiving Party’s use of the Platform at any time, without notice or liability, for any reason, including but not limited to a violation of this Agreement.
- Upon termination of this Agreement, the Receiving Party shall promptly return or destroy all Confidential Information in its possession or control.
Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of [Jurisdiction]. Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of [Jurisdiction].
This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior agreements, discussions, and understandings, whether oral or written.
Non-Negotiable Violation Fee
In the event of a violation of this Agreement by the Receiving Party, the Receiving Party agrees to pay The Livable Forest® a non-negotiable fee equal to one year’s worth of membership fees. This fee is intended to compensate The Livable Forest® for any damages resulting from the breach of confidentiality.
By using The Livable Forest® platform, the Receiving Party acknowledges that they have read and understood this.
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