Elijah Clark & Associates

Non-Disclosure Agreement


This Consulting Agreement “Agreement” is made effective as of the date of this signed agreement by of (Client), and Elijah Clark & Associates, LLC (ECA) 4621 S. Cooper St. Ste 131-180, Arlington, TX 76017.

The parties agree as follows:

  1. CONFIDENTIALITY. ECA, and its employees, agents, or representatives will not at any time or in any manner, either directly or indirectly, use for the personal benefit of ECA, or divulge, disclose, or communicate in any manner, any information that is proprietary to Client. ECA and its employees, agents, and representatives will protect such information and treat it as strictly confidential. This provision will continue to be effective after the termination of this Contract.
    1. Regardless of whether specifically identified as confidential or proprietary, Confidential Information shall include any information provided by the Client concerning the business, technology and information of the Client and any third party with which the Client deals, including, without limitation, business records and plans, trade secrets, technical data, product ideas, contracts, financial information, pricing structure, discounts, computer programs and listings, source code and/or object code, copyrights and intellectual property, inventions, sales leads, strategic alliances, partners, and Client and client lists. The nature of the information and the manner of the disclosure are such that a reasonable person would understand it to be confidential.
    2. Upon termination of this Contract, ECA will return to Client all records, notes, documentation and other items that were used, created, or controlled by ECA during the term of this Contract upon Client request.
    3. Confidential Information” does not include:
      1. matters of public knowledge that result from disclosure by the Client;
      2. information rightfully received by ECA from a third party without a duty of confidentiality;
      3. information independently developed by ECA; a) information disclosed by operation of law;
      4. information disclosed by ECA with the prior written consent of the Client; b) and any other information that both parties agree in writing is not confidential.
  2. PROTECTION OF CONFIDENTIAL INFORMATION. ECA understands and acknowledges that Confidential Information is developed or obtained by the Client by the investment of significant time, effort, and expense, and that the Confidential Information is a valuable, special and unique asset of the Client which provides the Client with a significant competitive advantage, and needs to be protected from improper disclosure. In consideration for the receipt by ECA of the Confidential Information, ECA agrees as follows:
    1. No Disclosure. ECA will hold the Confidential Information in confidence and will not disclose the Confidential Information to any person or entity without the prior written consent of the Client.
    2. No Copying/Modifying. ECA will not copy or modify any Confidential Information without the prior written consent of the Client.
    3. Unauthorized Use. ECA shall promptly advise the Client if ECA becomes aware of any possible unauthorized disclosure or use of the Confidential Information.
    4. Application to Employees. ECA shall not disclose any Confidential Information to any employees of ECA, except those employees who are required to have the Confidential Information in order to perform their job duties in connection with the limited purposes of this Agreement. Each permitted employee to whom Confidential Information is disclosed shall sign a non-disclosure agreement substantially the same as this Agreement at the request of the Client.
  3. RETURN OF CONFIDENTIAL INFORMATION. Upon the written request of the Client, ECA shall return to the Client all written materials containing the Confidential Information. ECA shall also deliver to the Client written statements signed by ECA certifying that all materials have been returned within five (5) days of receipt of the request.
  4. TERM. The obligations of this Agreement shall survive 2 years from the Effective Date or until the Client sends ECA written notice releasing ECA from this Agreement. After that, ECA must continue to protect the Confidential Information that was received during the term of this Agreement from unauthorized use or disclosure indefinitely.
  5. 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.
  6. NO WARRANTY. ECA acknowledges and agrees that the Confidential Information is provided on an “AS IS” basis. THE CLIENT 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 THE CLIENT 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. The Client does not represent or warrant that any product or document disclosed to ECA will be marketed or carried out as disclosed, or at all. Any actions taken by ECA in response to the disclosure of the Confidential Information shall be solely at the risk of ECA.
  7. LIMITED LICENSE TO USE. ECA shall not acquire any intellectual property rights under this Agreement except the limited right to use as set forth above. ECA acknowledges that, as between the Client and ECA, the Confidential Information and all related copyrights and other intellectual property rights, are (and at all times will be) the property of the Client, even if suggestions, comments, and/or ideas made by ECA are incorporated into the Confidential Information or related materials during the period of this Agreement.
  8. RELATIONSHIP OF PARTIES. It is understood by the parties that ECA is an independent consultant with respect to Client and not an employee of Client. Client will not provide fringe benefits, including health insurance benefits, paid vacation, or any other employee benefit, for the benefit of ECA.
  9. EMPLOYEES. ECA’s employees, if any, who perform services for Client under this Agreement shall also be bound by the provisions of this Agreement. At the request of Client, ECA shall provide adequate evidence that such persons are ECA’s employees.
  10. ASSIGNMENT. ECA’s obligations under this Agreement may not be assigned or transferred to any other person, firm, or corporation without the prior written consent of Client.
  11. INTELLECTUAL PROPERTY. The following provisions shall apply with respect to copyrightable works, ideas, discoveries, inventions, applications for patents, and patents (collectively, “Intellectual Property”):
    1. Consultant’s Intellectual Property. ECA does not personally hold any interest in any Intellectual Property.
    2. Development of Intellectual Property. Any improvements to Intellectual Property, further inventions or improvements, and any new items of Intellectual Property discovered or developed by ECA (or ECA’s employees, if any) during the term of this Agreement shall be the property of Client. ECA shall sign all documents necessary to perfect the rights of Client in such Intellectual Property, including the filing and/or prosecution of any applications for copyrights or patents. Upon request, ECA shall sign all documents necessary to assign the rights to such Intellectual Property to Client.
  12. RETURN OF RECORDS. Upon termination of this Agreement, ECA shall deliver all records, notes, data, memoranda, models, and equipment of any nature that are in ECA’s possession or under ECA’s control and that are Client’s property or relate to Client’s business.
  13. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties.
  14. AMENDMENT. This Agreement may be modified or amended if the amendment is made in writing and is signed by both parties.
  15. SEVERABILITY. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
  16. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of this Agreement.
  17. APPLICABLE LAW. This Agreement shall be governed by the laws of the State of Texas.
  18. SIGNATORIES. This Agreement shall be executed by Client and ECA and delivered in the manner prescribed by law as of the date signed by signatories.

IN WITNESS WHEREOF, the parties have executed a Contract on the date and year first written below.

 

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Signed by Dr. Elijah Clark
Signed On: May 24, 2017

Signature Certificate
Document name: Non-Disclosure Agreement
Unique Document ID: 164b18bbddf353cba2e57d6212751e48c1ea368b