CONFIDENTIALITY & NON-COMPETITION: It is understood and agreed to under this Confidentiality & Non-Competition provision of the Agreement (the “Agreement”), John Galt Institute, Inc. (disclosing party) and the Estate Transformation Advanced Fiduciary Standard Of Care event registrant (receiving party) freely, knowingly and voluntarily enter into this agreement (Hereinafter collectively referred as “the parties”) have determined that it may be mutually beneficial to disclose to each other, directly or through their agents, servants, employees or advisers, certain confidential and proprietary information, hereinafter referred to as “information”, concerning their businesses including, but not limited to, non-public personal Information of customers under the Gramm-Leach-Bliley Act, in connection with their relationship.
The Information will be disclosed on the express condition that such confidential or proprietary Information, in whole or in part, including, without limitation, Information delivered orally, by computer screen share, by computer disc, by fax, by email, by file transfer, or in paper form, together with analyses, compilations, studies, or other documents prepared by either party or its advisers, which contain or otherwise reflect such, will be treated as confidential under the terms of this agreement. In addition, the existence and nature of any discussions and negotiations and the fact that such Information has been disclosed also constitute Information for purposes of this agreement.
All Information of each party, respectively, shall remain the sole and separate property of that party, regardless of whether such is disclosed, unless the parties shall otherwise agree in writing. As a condition to furnishing each other such Information, the parties agree as follows: All Information, as defined herein and disseminated between the parties, shall be kept confidential and shall not, without prior written consent of the party providing the Information, hereinafter referred to as the Disclosing Party, be disclosed, disseminated, transmitted, reverse engineered, made public or available or otherwise communicated in any manner whatsoever, in whole or in part, by the party receiving the Information, hereinafter referred to as the Receiving Party, or any of such party’s officers, directors, agents, employees, advisors or any other representative in any capacity whatsoever, to any natural person, firm, corporation, partnership, limited liability company or any other entity of any nature whatsoever that is not a signatory to this agreement.
Such Information shall be used by all the receiving parties solely in connection with the business purpose of this agreement, and shall not be used in any manner whatsoever that is or may be detrimental, in any manner whatsoever, to the disclosing party. The parties further agree that all Information and copies thereof, except for that portion of the Information which consists of analyses, compilations, studies, or other documents prepared by or on behalf of the Receiving Party, will be returned to the Disclosing Party immediately upon request of the Disclosing Party. That portion of Information which consists of analyses, compilations, studies or other documents prepared on behalf of the Receiving Party will be held by the Receiving Party and kept confidential and subject to the terms of this agreement or, at the request of the Disclosing Party, destroyed. Such destruction will be confirmed in writing upon request of the Disclosing Party.
During the Restriction Period (as defined below), the Receiving Party shall not engage in Competition with the Disclosing Party or any subsidiary or affiliate. “Competition” shall mean engaging in any activity for, or being otherwise affiliated with, a Competitor of the Company or any subsidiary or affiliate, whether directly or indirectly, as an employee, consultant, principal, agent, officer, director, partner, shareholder (except as a less than one percent shareholder of a publicly traded company) or otherwise. “Competitor” shall mean an entity or enterprise whose business is in competition with the business of the Disclosing Party.
In addition to all other remedies provided for hereunder, the Receiving Party agrees that if the Receiving Party shall violate any of the provisions of this agreement, the Disclosing Party shall be entitled to an accounting and repayment of all profits, compensation, remuneration or other benefits that the Receiving Party may realize arising from or related to any such violation.
The Parties agree and acknowledge that the duration, scope and geographic area of this agreement are, fair, reasonable and necessary in order to protect the good will and other legitimate interests of the Disclosing Party, that these obligations do not prevent the Receiving Party from practicing its normal business operations. If, however, for any reason any court determines under applicable law that the provisions in this agreement pertaining to duration, scope and geographic area are too broad or otherwise unreasonable, that the consideration provided for hereunder is inadequate or that the Receiving Party has been prevented unlawfully from practicing its normal business operations (together, such provisions being hereinafter referred to as “Restrictions”), such Restrictions shall be interpreted, modified or rewritten, and such court is hereby requested and authorized by the Parties to revise the Restrictions, to include the maximum Restrictions as are valid and enforceable under applicable law.
Nothing stated herein shall preclude the Receiving Party or its representatives from disclosing Information that it is legally compelled to disclose, provided that the procedures referred to in this paragraph are satisfied. In the event that any persons or entities to whom Information pursuant to this agreement is made available become legally compelled to disclose any Information, the Receiving Party will provide the Disclosing Party with prompt notice thereof so that the Disclosing Party, at its expense, may seek a protective order or other appropriate remedy or waive compliance with the provisions of this agreement. In the event that such protective order or other remedy is not obtained, or the Disclosing Party waives compliance with the provisions of this agreement, the Receiving Party will use all reasonable efforts to ensure that any person legally compelled to disclose any Information will furnish only that portion of such Information that Receiving Party or its counsel determine that the individual or entity is legally required to disclose, and Receiving Party will exercise all reasonable efforts to obtain a protective order or other reasonable assurance including officiated confidentiality agreements that confidential treatment will be accorded such Information.
The term Information does not include Information that (a) is or becomes generally available to the public other than as a result of a disclosure by the Receiving Party or anyone to whom the Receiving Party transmits Information; (b) was available to the Receiving Party on a non-confidential basis prior to its disclosure to the Receiving Party; (c) becomes available to the Receiving Party on a non-confidential basis from a source (other than the Disclosing Party) not known by Receiving Party to be bound by a confidentiality agreement or other obligation of secrecy with respect to such Information; (d) was known to the Receiving Party or in the Receiving Party’s possession prior to the date it was disclosed to the Receiving Party by the Disclosing Party. The restrictions contained in this agreement shall expire ten (10) years following the date hereof.
The obligations in the agreement shall be binding upon the parties as well as any successor or assigns. It is further understood and agreed that neither a failure or delay by any party in exercising any right, power, or privilege under this agreement shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise of any right, power or privilege hereunder. The provisions of this agreement may be modified or waived only by a separate writing, expressly modifying or waiving such provision, and executed by all parties hereto.
Each party recognizes that irreparable injury may result to a Disclosing Party and its business and property if a Receiving Party breaches any provision of this agreement and that money damages may not be a sufficient remedy for any such breach. Each party therefore agrees that if any act in violation of any provision hereof occurs, the Disclosing Party shall be entitled, in addition to such other remedies, damages, and relief as may be available under applicable law, to an injunction prohibiting the Receiving Party from engaging in any such violation or specifically enforcing this agreement, as the case may be.
This Agreement shall be governed by and interpreted in accordance with the laws of the State of Wyoming, or the State wherein John Galt Institute, Inc’s future primary business operations and management activities occur without regard to its choice of law provisions, and without giving effect other principles of conflict of laws thereof. Receiving Party further consents to personal jurisdiction of the Federal and State courts located in the State of Wyoming, or the State wherein John Galt Institute, Inc’s future primary business operations and management activities occur for resolution of any disputes here under.
The undersigned, by having their duly authorized officers officially and personally execute this agreement, agree to be bound by the provisions hereof. This Agreement contains the entire agreement between the parties. All understandings have been included in this Agreement. Representations which may have been made by any party to this Agreement may in some way be inconsistent with this final written Agreement. All such statements are declared to be of no value in this Agreement. Only the digitally signed and authorized terms of this Agreement will bind the parties. This Agreement and the terms and conditions contained in this Agreement apply to and are binding upon the Recipient's successors and assigns. All notices to the Disclosing party under this Agreement are to be provided at the following address: John Galt Institute, Inc., 1712 Pioneer Ave., Suite 702, Cheyenne, WY 82001, with any and all copies thereof provided at the following email address: Notifications@JohnGaltInstitute.com
WHEREFORE, the Recipient(s) acknowledge that they have read and understand these Agreements and voluntarily accept the duties and obligations set forth herein as digitally authorized and signed below: (copies of which will be emailed to Recipient)