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CONFIDENTIALITY AGREEMENTMembers & Associates
In this Agreement, the party who owns certain assigned rights to and/or owns the Confidential Information who is known as Family Rights Advocacy Institute will be referred to as "Institute", and the party to whom the Confidential Information will be disclosed will be referred to as "RECIPIENT/MEMBER".
Institute is engaged in the business of obtaining, creating, disseminating and producing information, strategies, documents and other communication products relating to child protection issues, and of providing unique training, materials and information in this arena. RECIPIENT/MEMBER is engaged in formal or informal membership or association with the Institute relating to the above described issue. Proprietary information will be made available to the RECIPIENT/MEMBER for restricted use consistent with Institute policies and business; which information, documents, strategies and other communications remain the property of the Institute and shall not be disclosed to anyone not affirmatively affiliated with the Institute. Institute has requested that RECIPIENT/MEMBER will protect the confidential material and information which may be disclosed between Institute and RECIPIENT/MEMBER. Membership in this group constitutes RECIPIENT’S express agreement with these terms. If RECIPIENT /MEMBER does not agree to these terms, RECIPIENT/MEMBER has an affirmative duty to terminate membership in this group and to surrender all Institute certifications and materials to the Institute.
I. CONFIDENTIAL INFORMATION. The term "Confidential Information" means any information or material which is proprietary to Institute, whether or not owned or developed by Institute, which is not generally known other than by Institute, and which RECIPIENT/MEMBER may obtain through any direct or indirect contact with Institute.
Confidential Information includes without limitation: business records and plans, financial statements, customer lists and records, trade secrets, technical information, products, copyrights and other intellectual property, legal documents, strategies, related communications and other proprietary information.
II. PROTECTION OF CONFIDENTIAL INFORMATION.
RECIPIENT/MEMBER understands and acknowledges that the Confidential Information has been developed or obtained by Institute by the investment of significant time, effort and expense, and that the Confidential Information is a valuable, special and unique asset of Institute which provides Institute with a significant competitive advantage, and needs to be protected from improper disclosure. In consideration for the disclosure of the Confidential Information, RECIPIENT/MEMBER agrees to hold in confidence and to not disclose the Confidential Information to any person or entity without the prior written consent of Institute.
III. RETURN OF CONFIDENTIAL INFORMATION. Upon the written request of Institute, RECIPIENT/MEMBER shall return to Institute all written materials containing the Confidential Information. RECIPIENT/MEMBER shall also deliver to Institute written statements signed by RECIPIENT/MEMBER certifying that all materials have been returned within five (5) days of receipt of the request.
IV. LIMITED LICENSE TO USE. RECIPIENT/MEMBER shall not acquire any intellectual property rights under this Agreement except the limited right to use set out above. RECIPIENT/MEMBER acknowledges that, as between Institute and RECIPIENT/MEMBER, the Confidential Information and all related copyrights and other intellectual property rights, are (and at all times will be) the property of Institute, even if suggestions, comments, and/or ideas made by RECIPIENT/MEMBER are incorporated into the Confidential Information or related materials during the period of this Agreement RECIPIENT/MEMBER may use the information obtained from the Institute in the course of his or her professional, legal or family rights advocacy practice as the basis for pleadings, arguments and related advocacy mechanisms in legal and/or administrative hearings for the purposes of promoting and protecting the Fundamental Human Right to Family Association. The information is not to be transferred, disseminated, dispayed or reproduced in any capacity other than as defined herein.
V. NON-COMPETE COVENANT. For a period of 3 years after written notice of withdrawal from association with the Institute, RECIPIENT/MEMBER will not directly or indirectly engage in any business that competes with Institute. This covenant shall apply to the geographical area that includes all of the United States of America.
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