Non-Disclosure Agreement

This Agreement ("Agreement") is made between the Purchaser of website access, products or services through the Niche X website ("Purchaser") and Independent Business Center ("IBC"). It is part of the Terms of License for access to Niche X. Numerous terms are included in the License Agreement, and this Agreement is intended to be read into, incorporated within, and made a part of that License.

WHEREAS, Purchaser desires to obtain Services and Products for sale by IBC, and these Services and Products include information that is confidential and valuable to IBC and its customers;

NOW, THEREFORE, for and in consideration of the mutual representations, warranties, covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Purchaser acknowledges that he or she or it may gain access to confidential information belonging to IBC, including, but not limited to, marketing, business, financial and technological information (collectively, "Confidential Information"), which Confidential Information constitutes and shall constitute valuable assets and trade secrets.

In particular, Confidential Information includes, without limitation:

• Identity of Niches
  
  
• Analysis of Niches and Other Opportunities
  
  
• Sample Advertisements
  
  
• Articles Prepared Exclusively for Niche X Members
  
  
• Profitability Spreadsheets and Calculations of Profits and Return on Investments
  
  
• Identification of Affiliate Programs
  
  
• Rolodex and Resource Center of Marketing, Internet, and Business Links
  
  

Accordingly, when Purchaser receives Confidential Information from IBC, Purchaser shall, both during the term of this Agreement and following the termination thereof, (i) keep secret and retain in strict confidence any Confidential Information received from IBC, (ii) not disclose to any third party any Confidential Information received from IBC for any reason whatsoever, (iii) not disclose any Confidential Information received from IBC to Purchaser's employees, except on a need-to-know basis, and (iv) not make use of any Confidential Information received from IBC for its own purposes or for the benefit of any third party except as authorized by this Agreement. Notwithstanding the foregoing, Purchaser's duty regarding Confidential Information shall not apply when disclosure is made pursuant to (i) any state or federal law or regulation, or (ii) the order or request of any state or federal court or agency, provided (A) in the event of a 'request' for such Confidential Information by a court or agency, Purchaser has obtained the written consent of the court or agency to maintain the confidentiality of such Confidential Information, and (B) Purchaser provides written notice to IBC of such disclosure. Purchaser shall handle any and all Confidential Information in the manner as it would handle his own proprietary information.

Purchaser is authorized to use Confidential Information for his or her or its own personal or business use during the term of this Agreement, for the purpose of engaging in Internet marketing to the Niches obtained from IBC.

The obligations to protect Confidential Information shall not extend to any information which (i) is in the public domain, (ii) comes into the public domain through no fault of the parties or their employees, or (iii) is already lawfully known, free of restrictions, to a party at the time of its receipt; (iv) is available to a party from a third party who is not under an obligation of confidence with respect to such information; (v) is known or developed independently of the disclosure, as evidenced by documentation possessed by the party claiming that such information is so known or so developed; or (vi) is required to be disclosed by a government agency, by court order, or by law.

The obligations of confidentiality shall survive the termination of this Agreement. Both throughout the duration of this Agreement and after the termination of this Agreement, Purchaser may not distribute or publish information derived from this Agreement without the prior written approval of IBC

The parties acknowledges that breach of any covenant set forth herein will result in irreparable injury to the other party and that the other party's remedies at law for such a breach are inadequate and extremely difficult to calculate or determine. Accordingly, each party agrees and consents that upon such a breach or threatened breach, the other party shall, in addition to all other remedies available at law and in equity, be entitled to both preliminary and permanent injunctions to prevent such a breach or threatened breach.

Home