Non-Disclosure Agreement

Jaiya Inc. Non-Disclosure Agreement

It is understood and agreed to that during the course of providing services and or working with Jaiya, Inc., the undersigned Contractor or Client/Student (“Contractor”), may encounter certain information that may be considered confidential. As a condition of Jaiya Inc.’s (“Company”) engagement of Contractor and to ensure the protection of such information and in consideration of the agreement to exchange said information, the parties agree as follows:  

1.  The confidential information to be disclosed under this Agreement (“Confidential Information”) can be described as and includes:   

Any and all information of a personal, sexual, confidential, private, embarrassing, health related, or otherwise sensitive nature about and all persons including; but not limited to Company's employees, principals, customers, consultants, associates, affiliates, or other persons.  The foregoing is not intended to be a comprehensive list.  Rather, any and all private, sensitive or otherwise not publicly information shall be considered to be Confidential Information for the purposes of this Agreement.   

Business information relating to proprietary ideas, patentable ideas and/or trade secrets, existing and/or contemplated products and services, research and development, production, costs, profit and margin information, finances and financial projections, various trade secrets, inventions, innovations, processes, information, records and specifications owned or licensed by Company and/or used by Company in connection with the operation of its business including, without limitation, Company’s business and product processes, methods, customer lists, customer’s information, accounts, procedures, student names, student information, Company employee names and information, other consultants’ names and Information, which is/are not generally known to the public and that Contractor is exposed to by virtue of its relationship with Company under this Agreement, and that may relate to the Company’s past, present or future: (i) research, (ii) development, (iii) business activities and methods, (iv) clients and client lists, (v) products, (vi) services, (vii) vendor lists, (viii) marketing materials and copy or (ix) personnel, and current or future business plans and models, regardless of whether such information is designated as “Confidential Information” at the time of its disclosure.  

All proprietary materials, documents, electronic documents, photographs, videos, communications or other documents referencing, referencing, or relating to any of the above.    

In addition to the above, Confidential Information shall also include, and the parties shall have a duty to protect, other confidential and/or sensitive information which is (a) disclosed as such in writing and marked as confidential (or with other similar designation) at the time of disclosure; and/or (b) disclosed by in any other manner in a written memorandum delivered within thirty (30) days of the disclosure.   

2.  The parties shall use the Confidential Information only for the purpose of evaluating potential business, employment, investment relationships or business or personal development coaching specifically related to those Services for which company engages Contractor. Confidential information may be written or oral, expressed in electronic media or otherwise disclosed, and may be tangible or intangible.   

3.  The parties shall limit disclosure of Confidential Information within its own organization to its directors, officers, partners, members and/or employees having a need to know and shall not disclose Confidential Information to any third party (whether an individual, corporation, or other entity) without prior written consent.   

4.  This Agreement imposes no obligation upon the parties with respect to any Confidential Information (a) that was possessed before receipt; (b) is or becomes a matter of public knowledge through no fault of the receiving party; (c) is rightfully received from a third party not owing a duty of confidentiality.   

5. Contractor agrees that Contractor’s breach of any provision of this Agreement will cause Company great and irreparable harm, for which there is no adequate remedy at law, and that, in addition to all other rights and remedies Company may have: (i) Company shall be entitled to injunctive and other equitable relief to prevent a breach or continued breach of Contractor, (ii) this Agreement shall be specifically enforceable in accordance with its terms and (iii) in the event of any unauthorized publication, disclosure or dissemination of Confidential Information, Company shall automatically own the copyright in such publication.  (iv) It would be extremely difficult, if not impossible, to measure the full extent of Company’s actual damages caused by Contractor’s violation of this Paragraph 10. Accordingly, the parties acknowledge and agree that a reasonable minimum amount of damages for each instance of a breach of this Paragraph 10 shall be $100,000 multipliable by the amount of breaches that occur. (v) Without limiting any other rights or remedies Company may have, Company shall be entitled to recover any and all monies or other benefits whatsoever received by Contractor or from any and all sources in connection with any breach of this Agreement. (vi) Should any court action be necessary to enforce the provisions of this agreement, the prevailing party shall be entitled to attorney’s fees.   

6.     This Agreement states the entire agreement between the parties concerning the disclosure of Confidential Information and supersedes any prior agreements, understandings, or representations with respect thereto. Any addition or modification to this Agreement must be made in writing and signed by authorized representatives of both parties. This Agreement is made under and shall be construed according to the laws of the State of Colorado, U.S.A. In the event that this agreement is breached, any and all disputes must be settled in a court of competent jurisdiction in the County of Boulder, in the State of Colorado, U.S.A.   

7.     If any of the provisions of this Agreement are found to be unenforceable, the remainder shall be enforced as fully as possible and the unenforceable provision(s) shall be deemed modified to the limited extent required to permit enforcement of the Agreement as a whole. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, and all of which together shall constitute one and the same agreement including electronic copies.    

  WHEREFORE, the parties acknowledge that they have read and understand this Agreement and voluntarily accept the duties and obligations set forth herein.
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