Private Membership and NON DISCLOSURE AGREEMENT
This Private Membership and Non-disclosure Agreement (this “Agreement”) is made effective as of the date private membership is applied for (the “Effective Date”), by and between Bulletproof Business & Estate Solutions (the “Owner”), and Member (the “Recipient””) Membership to this site is based on private mutual trust between the parties.
Bulletproof Business & Estate Solutions and the individual applying for membership agree to the following terms and are bound by this contractual trust relationship by the individual action of applying for membership. If a membership is created at any membership level including the free membership then this contract goes into force. A private contractual relationship between Bulletproof Business & Estate Solutions and any individual that establishes a member account on this site goes into effect as soon as membership is applied for and the request for membership is submitted.
Information will be disclosed to Recipient for the purpose of facilitating operations of managing Recipient’s private business. The Owner has requested and the Recipient agrees that the Recipient will protect the confidential material and information which may be disclosed between the Owner and the Recipient. Therefore, the parties agree as follows:
I. CONFIDENTIAL INFORMATION. The term “Confidential Information” means any information or material which is proprietary to the Owner, whether or not owned or developed by the Owner, which is not generally known other than by the Owner, and which the Recipient may obtain through any direct or indirect contact with the Owner. Regardless of whether specifically identified as confidential or proprietary, Confidential Information shall include any information provided by the Owner and information of the Owner and any third party with which the Owner deals, including, without limitation, documents, templates, research, management templates, trust document templates, information regarding general executor status, set-off, private commercial instruments, commercial processes, estate secrets, legal system secrets, all other processes, procedures, contracts, financial institution information and intellectual property shared by the Owner. The nature of the information and the manner of disclosure are such that a reasonable person would understand it to be confidential. Confidential information shall include any information that could cause a negative public reaction and disrupt the public peace.
A. “Confidential Information” does not include: I. Matters of public knowledge that result from disclosure by the Owner; information rightfully received by the Recipient from a third party without a duty of confidentiality; information independently developed by the Recipient; information disclosed by operation of law; information disclosed by the Recipient with the prior written consent of the Owner; and any other information that both parties agree in writing is not confidential.
II. PROTECTION OF CONFIDENTIAL INFORMATION. The Recipient understands and acknowledges that the Confidential Information has been developed or obtained by the Owner by the investment of significant time, effort and expense, and that the Confidential Information is a valuable, special and unique asset of the Owner which provides the Owner with a significant advantage, and needs to be protected from improper disclosure. In consideration for the receipt by the Recipient of the Confidential Information, the Recipient agrees as follows:
A. No Disclosure. The Recipient will hold the Confidential Information in confidence and will not disclose the Confidential Information to any person or entity be they natural or artificial, public or private, by telephone, fax, copy, email, picture, conversation, and any writing, recording, or transfer of information on or by any medium without the prior written consent of the Owner.
B. No Copying/Modifying. The Recipient will not copy or modify any Confidential Information without the prior written consent of the Owner.
C. Unauthorized Use. The Recipient shall promptly advise the Owner if the Recipient becomes aware of any possible unauthorized disclosure or use of the Confidential Information.
D. Disclosure Penalties. The Recipient agrees to a penalty of one hundred thousand dollars ($100,000.00 USD) per occurrence of any improper disclosure under the terms of this Agreement.
III. UNAUTHORIZED DISCLOSURE OF INFORMATION – INJUNCTION. If it appears that the Recipient has disclosed (or has threatened to disclose) Confidential Information in violation of this Agreement, the Owner shall be entitled to an injunction to restrain the Recipient from disclosing the Confidential Information in whole or in part. The Owner shall not be prohibited by this provision from pursuing other remedies, including a claim for losses and damages. The Recipient agrees to an injunction by private binding arbitration by operation of law for any improper disclosure.
IV. NON-CIRCUMVENTION. For an indefinite period after the signature date of this Agreement, the Recipient will not attempt to do business with, or otherwise solicit any business contacts found or otherwise referred by Owner to Recipient, or use any information or intellectual property supplied by the Owner, for the purpose of circumventing, the result of which shall be to prevent the Owner from realizing or recognizing a profit, fees, or otherwise, without the specific written approval of the Owner. If such circumvention shall occur the Owner shall be entitled to any commissions due pursuant to this Agreement or relating to such transaction.
V. RETURN OF CONFIDENTIAL INFORMATION. Upon the written request of the Owner, the Recipient shall return to the Owner all written materials containing the Confidential Information. The Recipient shall also deliver to the Owner written statements signed by the Recipient certifying that all materials have been returned within ten (10) days of receipt of the request.
VI. RELATIONSHIP OF PARTIES. The Relationship between the parties is of a private nature between the parties and not PUBLIC. 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. A party to this agreement that is a public agent binds the public office for which he or she holds agency for any breach of this agreement in service to their office.
VII. NO WARRANTY. The Recipient acknowledges and agrees that the Confidential Information is provided on an “AS IS” basis. THE OWNER 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 OWNER 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 Owner does not represent or warrant that any product, document or template disclosed to the Recipient will be marketed or carried out as disclosed, or at all. Any actions taken by the Recipient in response to the disclosure of the Confidential Information shall be solely at the risk of the Recipient.
VIII. LIMITED LICENSE TO USE. The Recipient shall not acquire any intellectual property rights under this Agreement except the limited right to use as set forth above. The Recipient acknowledges that, as between the Owner and the Recipient, the Confidential Information and all related copyrights and other intellectual property rights, are (and at all times will be) the property of the Owner, excepting any property including documents granted to the Recipient for Recipient’s private use, even if suggestions, comments, and/or ideas made by the Recipient are incorporated into the Confidential Information or related materials during the period of this Agreement.
IX. INDEMNITY. Each party agrees to defend, indemnify, and hold harmless the other party and its officers, directors, interest holders, trustees, agents, affiliates, distributors, representatives, and employees from any and all third party, including government agencies, claims, demands, liabilities, costs and expenses, including reasonable attorney’s fees, costs and expenses resulting from the indemnifying party’s material breach of any duty, representation, or warranty under this Agreement.
X. LEGAL FEES. In any legal action between the parties concerning this Agreement, the prevailing party shall be entitled to recover reasonable legal fees and costs.
XI. PENALTIES. Do to the highly sensitive nature of the information and intellectual property that is the subject of this agreement, the Recipient agrees to penalties of one hundred thousand dollars ($100,000.00 USD) per occurrence for any damages to Owner caused by any breach of this agreement including but not limited to financial damages and damages to the liberty of any officer, trustee, interest holder or beneficiary of Owner.
XII. TERM. The obligations of this Agreement shall survive indefinitely from the signature date of this Agreement or until the Owner sends the Recipient written notice releasing the Recipient from this Agreement. After that, the Recipient must continue to protect the Confidential Information that was received during the term of this Agreement from unauthorized use or disclosure indefinitely.
XIII. 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 exclusive under the law of equity and the common law of the United States of America without the United States. This Agreement shall not be assignable by either party. 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 at all times in accordance with the term of this Agreement. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining portions of this Agreement shall remain in full force and effect and construed so as to best effectuate the original intent and purpose of this Agreement.
The content on this site is not intended to be legal, tax or professional advice. Users, including all Visitors, of this site should consult an attorney for any and all legal matters. The content on this site is for informational and educational purposes. Any downloadable material including but not limited to audio, typewritten or video form is for personal entertainment and individual private education. Bulletproof Business & Estate Services reserves all rights and is not responsible for individual use by the Users and/or Visitors of this site. This site is proprietary in nature controlled under special private agreement between the parties. Obtaining any material including but not limited to downloads, recording, copying of any kind, cut and paste, hand written etc., from this site by any and all parties without express permission of Bulletproof Business & Estate Solutions under private agreement and/or online agreement of the parties is forbidden. All material removed from this site shall be by private agreement only excepting any public entity, legal person, office, officer, agency or agent. All State and Federal public entities, legal persons, offices, officers, agencies or agents are barred from extracting content from this site without permission. Any State and Federal public entities, legal persons, offices, officers, agencies or agents may be held liable in their private and public capacities and offices for any breach of these conditions. Assumed and presumed public statutory authority over the private proprietary property of Bulletproof Business & Estate Solutions contained and maintained on this site is hereby rebutted and consent expressly denied.