Wait wait wait......I just got the non-disclosure. Check it: AGREEMENT OF NONDISCLOSURE By signing this Agreement of Nondisclosure – I, (legal name), also known as (Facebook name/nick name if applicable). Acknowledge and agree as follows: 1. I have been engaged by Moms for Marijuana International to provide services as a member with the following position . I acknowledge that while performing such services, I may receive confidential information, whether oral or written, regarding the personal and /or business affairs of Moms for Marijuana International and its members (“Confidential Information”). 2. I further acknowledge that Moms for Marijuana International, is a prominent public organization whose reputation is of particular sensitivity due to their prominence as Cannabis Reformers. I understand that disclose of Confidential Information might falsely injure the reputation of Moms for Marijuana International, and its members, which will cause irreparable harm. I also understand that disclosure will result in an invasion of the privacy of Moms for Marijuana International and its members, which privacy I acknowledge they are entitled to maintain. 3. I agree to hold in strictest confidence and not to disclose, reveal or imply any Confidential Information which may be acquired by me, without the written consent of Moms for Marijuana International. My sole intention in signing this Agreement is to protect Moms for Marijuana International from the disclosure of information which may tend to harm, malign, damage, injure otherwise adversely affect any of their respective activities. 4. I acknowledge and agree that any disclosure or misappropriation of any Confidential Information in violation of this Agreement will cause irreparable harm, the amount of which may be difficult to ascertain. I therefore agree that Moms for Marijuana International shall have the right to apply to a court of competent jurisdiction for an order restraining such disclosure, use or misappropriation and for such other relief as may be deemed appropriate, including, without limitation, damages, attorneys fees and court costs. I hereby acknowledge that I have read and understand the foregoing. Dated this day of , 20 . _________________________________ ________________________________________ (Print Name of Member) (Signature of Member) _________________________________ ________________________________________ (Print Name of Member’s Witness) (Signature of Member’s Witness) MEMBER CONFIDENTIALITY AGREEMENT This Agreement is made on , between Moms for Marijuana International (“The Organization”) and (“Member”) with reference to Member’s engagement by The Organization (“The Membership”). Member’s services are to be rendered for Moms for Marijuana International and their members. The parties have agreed as follows: 1. “Confidential Information.” “Confidential Information”, as the term is used in this agreement, includes any material or information relating to Moms for Marijuana International or any other member of The Organization, his or her personal life, characteristics, views, conduct or background, or his or her business or financial condition, affairs or operations, or the business, or financial condition, affairs, or operations of any entity owned or controlled by any member of The Organization (“Moms for Marijuana International”). By way of example but not limitation of the foregoing, Confidential Information includes such personal knowledge of Member, as well as physical items such as negatives, masters, prints and copies of photographs, films, videos, tapes and other records or recordings of or relating to any member of The Organization or his or her voice or likeness, or any of his or her assets or activities. The material and information described herein-above are Confidential Information no matter how obtained. By way of example but not limitation of the foregoing, such information may be acquired by observing documents, things, people or events, by direct communications with a member of The Organization of others or by overhearing conversations in the home, on the telephone or otherwise. 2. Acknowledgment by Member. Member acknowledges, that, during the Membership, Member will likely be given access to or acquire Confidential Information. Member further acknowledges that maintaining complete privacy and avoiding the disclosure of Confidential Information are critically important to Member and The Organization, that Member would will not remain as a member and forfeits his or her right to membership, and will not be given access to any Confidential Information if Member is not willing to agree to protect and preserve that privacy and confidentiality, and that Member’s full and strict compliance with this agreement is a fundamental inducement upon which The Organization is specifically relying in the beginning and/or continuing the Membership. 3. No Use or Disclosure. Member shall at all times, during and after the Membership, respect and preserve the privacy of each member of The Organization and take all reasonable measures to prevent any disclosure of Confidential Information. Without The Organization’s prior written consent in each instance, Member shall not, directly or indirectly, use, disclose, repeat or publish, or authorize, participate in, aid or abet the use, disclosure, repetition or publication of, any Confidential Information, in any manner whatsoever, at any time, whether during or after the Membership. By way of example, but not limitation of the foregoing, Member shall not, without The Organization’s prior written consent in each instance, (a) photograph, tape, film, or other record, of (I) the voice, likeness or any activity of any member of The Organization, (II) any aspect of any activity occurring at, in or about any home or other property owned, occupied or used by The Organization or any member of the Organization, or (b) give any interview or write, appear in connection with or assist or cooperate in the preparation or presentation of, any book, article, interview, the program or other production or publication of any kind concerning The Organization or member of The Organization. If Member has any question or doubt as to whether particular material or information is Confidential Information, Member shall obtain the prior written approval of The Organization prior to using or disclosing any such information. Notwithstanding the foregoing, Member shall be permitted to disclose certain Confidential Information to the limited extent actually required by law or Member’s duties pursuant to Member’s membership by The Organization. Immediately upon learning that the disclosure of Confidential Information may be required by law, Member will notify The Organization and will fully cooperate with The Organization and use all reasonable efforts to avoid such disclosure. 4. Ownership. Member acknowledges and agrees that all Confidential Information, whether or not acquired or created by Member during the Membership, shall be the exclusive property of The Organization, and Member hereby irrevocably assigns to The Organization in perpetuity all rights of every kind and character in or arising out of any Confidential Information created or acquired by Member, to the extent that the Organization does not already own such rights. Without limiting the generality of the foregoing, The Organization shall be the sole and exclusive owner of any and all photographs, films, tapes, videos or other records or recordings of any member of the Organization or his or her voice or likeness or made in or about any property owned, occupied or used by The Organization or by any member of the Organization or made or taken by Member in the course of or in connection with the Membership, and the Copyright in and to all such photographs, films, tapes, videos or other recordings shall belong exclusively to The Organization. Restriction on Removal and Duplication. Without The Organization’s written consent in each instance and except as expressly required by The Organization in connection with the Membership, Member shall not remove, reproduce, summarize or copy or authorize, participate in, aid or abet the removal, reproduction, summarizing or copying of any Confidential Information. Member shall immediately return to The Organization all Confidential Information (including, without limitation, all copies, prints, masters or negatives thereof) when the Membership terminates or at such earlier time as such Confidential Information is no longer required for the Membership or the The Organization requires that such Confidential Information be returned. Member’s Assistance. Member agrees that, in The Organization’s discretion, The Organization may(or may not) apply for, obtain, register or take action to protect or prevent the infringement of rights in any Confidential Information or in any other results or proceeds of Member’s services. If The Organization elects to take any such action, either during or after the Membership, Member shall: (a) take any action The Organization may deem necessary and desirable in connection with the exercise and/or protection of such rights; and (b) deliver to The Organization, in a form reasonably acceptable to The Organization, any document necessary or reasonably desired by The Organization to obtain, exercise, or protect such rights. 7. No Inconsistent Membership or Agreement. Either during or after the Membership, Member shall not, without The Organization’s express prior written approval, accept membership or employment in, acquire any financial interest in, or perform any services for or in, connection with, a business or entity in which The Organization’s interest, duties or activities would explicitly or inherently require Member to reveal, repeat, use or publish any Confidential Information. Member represents and warrants that Member has the right to grant The Organization all of the rights that are granted under this agreement and that no permission, grant or consent of any other person is necessary in order for Member to grant such rights. Member represents and warrants that The Organization has not entered into, and agrees that Member will not, at any time, enter into Member’s covenants, representations, and warranties in this agreement. 8. Remedies and Liquidated Damages. This agreement shall be for the benefit of and enforceable by Moms for Marijuana International and/or any other member of The Organization. Member acknowledges that Member’s breach of any provision of this agreement will cause Moms for Marijuana International and the members of The Organization great and irreparable harm, for which they will have no adequate remedy at law, and that, in addition to all other rights and remedies they may have, including but not limited to the liquidate damages provided for herein-below: (a) they shall be entitled to injunctive and other equitable relief to prevent a breach or continued breach of this agreement, (b) this agreement shall be specifically enforceable in accordance with its terms and (c), in the event of any unauthorized publication of Confidential Information, The Organization shall automatically own the copyright in such publication. Member acknowledges, and the parties agree, that the privacy and the non-disclosure of Confidential Information are vitally important to the members of The Organization and to the Organization. That Moms for Marijuana International is an internationally well-known organization who will be seriously harmed both professionally and personally by the unauthorized disclosure of Confidential Information, with the amount of such harm likely to be very substantial and to vary with the type of extent of disclosure and/or use of such information , and that it would be extremely difficult and impractical, if not impossible, to measure the full extent of the actual damages caused by Member’s violation of this agreement. Accordingly, the parties agree upon the following schedule of liquidated damages, which they acknowledge and agree is reasonable in light of the circumstances existing at the time this contract is made: a. Private disclosure or repetition of Confidential Information, $50,000 for each person whom each such disclosure or repetition is made. b. Causing, participating or cooperating in, aiding or abetting publication, broadcast or other public disclosure or repetition of Confidential Information: (1) In a newspaper or magazine, $20 for each copy printed, with a minimum of $1,000,000 per publication. (2) In a book, $250 for each copy printed, with a minimum of $1,000,000 for publication in the United States, $500,000 per territory for publication in Japan, U.K., Germany, Italy, France, Canada, Australia, Scandinavia or Spain, ( the “major territories”), and $250,000 per country for publication in other countries. (3) By theatrical exhibition, $20,000 per showing. (4) In a U.S. Network, television broadcast, $5,000,000 per broadcast. (5) In a U.S. Non-network television broadcast, $2,000,000 per broadcast (6) In a foreign television broadcast (a) in major territories, $1,000,000 per broadcast; (b) other foreign television broadcasts, $500,000 per broadcast. (7) In video cassettes, discs, or other video devices, $30 for each unit manufactured, with a minimum of $1,000,000. (8) On audio records (tape, disc or otherwise), $10 for each unit manufactured, with a minimum of $1,000,000. (9) By other public disclosure or repetition, $1,000,000 for each such disclosure or repetition. c. With respect to the first time, unintentional disclosure of Confidential Information, only one-half of the sums specified above shall be payable. d. In addition to the foregoing liquidated damages, any payment or other consideration payable to or received by Member for causing, participating or cooperating in, aiding or abetting publication, broadcast or other disclosure or repetition of Confidential Information shall be the property of The Organization and, if received by Member, shall be held in trust for the Organization. 9. Indemnification. Member shall indemnify and hold The Organization, and the members of the The Organization harmless from and against any claims, losses, liabilities, damages and expenses (including, without limitation, attorneys fees) incurred by such indemnified parties as a result of Member’s representations herein being untrue or as a result of any breach by Member of any covenant or warranty contained herein. 10. Survival of Provisions. The covenants, representations and warranties in this agreement shall survive and continue after the termination of the Membership for any reason whatsoever. 11. Governing Law and Forum. This agreement shall construed in accordance with and governed by the laws of Nevada (state of Incorporation) and of the United States of America. Among other competent jurisdictions, suit may be brought in connection with this agreement in the courts of the State of Nevada or federal courts located in said state. Member hereby consents to jurisdiction and venue of and in such courts. 12. Waiver of Inconsistent Law- Separability. Member recognizes that Organization is relying on, and the Membership is premised on, full and strict compliance by Member with the provisions of this agreement. To the fullest extent permitted by law, Member expressly agrees to and hereby does waive any right, whether federal, state or otherwise and whether based on judicial decision or statutory or constitutional provision (including but not limited to the First Amendment to the United States Constitution), that would or might be inconsistent with or would or might negate or lessen Member’s obligations as specified in this agreement. If, notwithstanding the foregoing knowing and express waiver, any part or provision of this agreement is, for any reason, adjudged unenforceable, such adjudication shall in no way affect any other part or provision of this agreement or the validity or enforcement of the remainder of this agreement, and the part or provision affected shall be curtailed or altered only to the minimum extent necessary to make it conform to the applicable law. 13. Waiver of Rights and Remedies. The waiver of any breach, act, omission, term, covenant or condition of this agreement shall not be effective unless in writing and signed by The Organization and shall not be effective unless in writing and signed by The Organization and shall not, in any event, be deemed a waiver of any other or subsequent breach, act, omission, term, covenant or condition. 14. Modification or Cancellation. This agreement may only be modified or canceled by a writing signed by The Organization and Member. 15. Consideration. Member’s covenants and warranties in this agreement are in consideration of the Membership, and for other good and valuable consideration, the receipt and sufficiency of which Member hereby acknowledges. If the Membership predated this agreement, Member also acknowledges that the parties had express and implied rights and obligations with respect to the confidentiality as a part of the original Membership, and that this agreement sets forth the rights and obligations of the parties with respect to confidentiality in the place and stead of said prior rights and obligations. 16. Paragraph Headings. Entire Agreement. The paragraph headings in this agreement are for convenience only and are not intended to be a complete or accurate summary of the contents of any paragraph. They shall not be used in construing the agreement or any part thereof. This Agreement expresses the entire understanding of the parties and supersedes any prior or contemporaneous agreement between them, oral or written, relating to the matters contained herein. 17. Acknowledgment of Reading and Opportunity to Consult Counsel. Member acknowledges, represents and warrants that Member has received a copy of this Agreement, that Member has read and fully understands this Agreement, that Member has had the opportunity to seek the advice of legal counsel before signing this agreement and the opportunity to negotiate any or all of its terms and that Member has either sought such counsel or has voluntarily decided not to do so and has either negotiated the terms of this agreement or has voluntarily decided not to do so. Accordingly, the parties have executed this agreement on the date first above indicated. “The Organization” Moms for Marijuana International ______________________________________ ___________________________________ Print name of Authorized Representative Signature of Authorized Representative Dated this _____ day of ____________________, 20____. “Member” ______________________________________ ___________________________________ Print name of Member Signature of Member Dated this _____day of ____________________, 20____. “Witness” ______________________________________ ___________________________________ Print name of Member’s Witness Signature of Member’s Witness Dated this _____day of ____________________, 20____._______________________________________
Posted on: Mon, 18 Nov 2013 04:38:38 +0000
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