This Confidentiality Agreement (this “Agreement”) is between Michelle Gellis, of Brookwood Farm Road, Fulton, Maryland 20759, and Student.
In this Agreement, the party who owns the Confidential Information will be referred to as “Ms. Gellis”, and the party to whom the Confidential Information will be disclosed will be referred to as “Student”.
Ms. Gellis is engaged in the teaching of certain acupuncture techniques. Student is engaged in attending class to learn acupuncture techniques. Ms. Gellis has requested that Student will protect the confidential material and information which may be disclosed between Ms. Gellis and Student. Therefore, the parties agree as follows:
I. CONFIDENTIAL INFORMATION. The term “Confidential Information” means any information or material which is proprietary to Ms. Gellis, whether or not owned or developed by Ms. Gellis, which is not generally known other than by Ms. Gellis, and which Student may obtain through any direct or indirect contact with Ms. Gellis.
Confidential Information includes without limitation:
- business records and plans
- photos, videos, articles, notes
- customer lists and records
- trade secrets
- technical information
- copyrights and other intellectual property and other proprietary information.
II. PROTECTION OF CONFIDENTIAL INFORMATION. Student understands and acknowledges that the Confidential Information has been developed or obtained by Ms. Gellis by the investment of significant time, effort and expense, and that the Confidential Information is a valuable, special and unique asset of Ms. Gellis which provides Ms. Gellis with a significant competitive advantage, and needs to be protected from improper disclosure. In consideration for the disclosure of the Confidential Information, Student agrees to hold in confidence and to not disclose the Confidential Information to any person or entity without the prior written consent of Ms. Gellis. In addition, Student agrees that:
i. No Copying/Modifying. Student will not copy or modify any Confidential Information without the prior written consent of Ms. Gellis.
ii. Application to Colleagues. Further, Student shall not disclose any Confidential Information to any colleagues of Student.
iii. Unauthorized Disclosure of Information. If it appears that Student has disclosed (or has threatened to disclose) Confidential Information in violation of this Agreement, Ms. Gellis shall be entitled to an injunction to restrain Student from disclosing, in whole or in part, the Confidential Information. Ms.Gellis shall not be prohibited by this provision from pursuing other remedies, including a claim for losses and damages.
III. RETURN OF CONFIDENTIAL INFORMATION. Upon the written request of Ms. Gellis, Student shall return to Ms. Gellis all written materials containing the Confidential Information. Student shall also deliver to Ms. Gellis written statements signed by Student certifying that all materials have been returned within five (5) days of receipt of the request.
IV. 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.
V. NO WARRANTY. Student acknowledges and agrees that the Confidential Information is provided on an AS IS basis. Ms. Gellis 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 Ms. Gellis 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. Ms. Gellis does not represent or warrant that any product, technique or business plans disclosed to Student will be marketed or carried out as disclosed, or at all. Any actions taken by Student in response to the disclosure of the Confidential Information shall be solely at the risk of Student.
VI. LIMITED LICENSE TO USE. Student shall not acquire any intellectual property rights under this Agreement except the limited right to use set out above. Student acknowledges that, as between Ms. Gellis and Student, the Confidential Information and all related copyrights and other intellectual property rights, are (and at all times will be) the property of Ms. Gellis, even if suggestions, comments, and/or ideas made by Student are incorporated into the Confidential Information or related materials during the period of this Agreement.
VII. 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 under the laws of the State of Maryland. This Agreement shall not be assignable by either party, and 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 after the effective date of this Agreement.
VIII. PHOTOS. I hereby irrevocably authorize Michelle Gellis to edit, alter, copy, exhibit, publish, or distribute photos videos for purposes of publicizing Michelle Gellis’s programs or for any other related, lawful purpose. In addition, I waive the right to inspect or approve the finished product, including written or electronic copy. Wherein my likeness appears. Additionally, I waive any right to royalties or other compensation arising or related to the use of the photograph. I hereby hold harmless and release and forever discharge Michelle Gellis from all claims, demands, and causes of action which I, my heirs, representatives, executors, administrators, or any other persons acting on my behalf or on behalf of my estate have or may have by reason of this authorization.
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