MEMBER PRIVACY AND CONFIDENTIALITY TERMS
SHEWOLF CONFIDENTIALITY AND ARBITRATION AGREEMENT
THIS CONFIDENTIALITY AND ARBITRATION AGREEMENT (hereafter “Agreement”) is entered into by SheWolf Collaborative, LLC (“SheWolf”) and the individual whose name appears in the signature block below (“Collaborator”) (SheWolf and Collaborator, together, the “Parties”).
R E C I T A L S:
WHEREAS, SheWolf is an enterprise whose success is attributable largely to the creation and maintenance of certain Proprietary Information (as defined below) and Collaborator will be situated to have access to and be knowledgeable with respect to the Proprietary Information; and
WHEREAS, SheWolf has a legitimate protectable business interest in the creation and maintenance of its Proprietary Information; and
WHEREAS, SheWolf wishes to protect its Proprietary Information from disclosure by Collaborator by means of the covenants contained in this Agreement, and Collaborator agrees to such covenants in exchange for the consideration agreed to between the parties.
NOW, THEREFORE, the Collaborators hereto agree as follows:
1. Covenants of Collaborator. Collaborator specifically acknowledges the adequacy and receipt of the consideration provided to Collaborator for the covenants set forth below:
a. Nondisclosure of Proprietary Information. Collaborator acknowledges that SheWolf is an enterprise whose success is attributable largely to the ownership, use and development of certain valuable confidential and proprietary information, including but not limited to, all non-public, proprietary or confidential information of SheWolf relating to SheWolf’s business, in oral, visual, written, electronic, or other tangible or intangible form, whether or not marked or designated as “confidential”, (collectively, the “Proprietary Information”), and that Collaborator’s relationship with SheWolf will involve access to such information. Collaborator acknowledges that the relationship with SheWolf is a confidential relationship, and agrees that (i) Collaborator shall keep and maintain the Proprietary Information in strictest confidence, and (ii) Collaborator shall not, either directly or indirectly, use any Proprietary Information for its own benefit, or divulge, disclose or communicate any Proprietary Information in any manner whatsoever to any person or Entity other than to employees or agents of SheWolf having a need to know such Proprietary Information to perform their responsibilities on behalf of SheWolf, and to other persons or entities in the normal course of SheWolf’s business. This nondisclosure obligation shall apply to all Proprietary Information, whether or not Collaborator participated in the development thereof. For purposes of this Agreement, Proprietary Information shall include, without limitation, any and all proprietary information related to the business of SheWolf, or to any of its products, services, sales or operations, which is not generally known to the public.
b. Ownership. Collaborator acknowledges and agrees that all Proprietary Information shall be the exclusive property of SheWolf and Collaborator hereby irrevocably assigns to SheWolf in perpetuity all rights of every kind and character in or arising out of any Proprietary Information created or acquired by Collaborator, to the extent SheWolf does not already own such rights.
c. Restriction on Removal and Duplication. Without SheWolf’s written consent in each instance and except as expressly required by SheWolf in connection with the relationship, Collaborator shall not remove, reproduce, summarize or copy, or authorize, participate in, aid or abet the removal, reproduction or summarizing or copying of any Proprietary Information.
d. Independent Covenants. Each of the covenants on the part of Collaborator contained in Sections 1(a), (b), and (c) of this Agreement shall be construed as an agreement independent of each other such covenant.
e. Failure to Comply. Collaborator acknowledges that: (i) the covenants included in Section 1 of this Agreement are crucial to the success of SheWolf, (ii) money damages alone would not be a sufficient remedy for any breach of the covenants, and (iii) violation of the covenants would irreparably harm SheWolf and/or its affiliates. In the event of a breach by Collaborator of the provisions of this Section 1, SheWolf shall have and may exercise any and all other rights and remedies available to SheWolf at law or otherwise, including but not limited to obtaining an injunction from a court of competent jurisdiction enjoining and restraining Collaborator from committing or continuing a violation, and Collaborator hereby consents to the issuance of an injunction.
f. Confidentiality of Agreement. Collaborator agrees that Collaborator will keep and maintain all provisions of this Agreement in the strictest confidence and shall not directly or indirectly, divulge, disclose or communicate such information in any such manner whatsoever to any person or entity other than (i) personal tax, financial planning or other professional advisers, (ii) as may be required by court order, decree, regulation or other law, or (iii) with respect to such information as may become publicly known other than by breach of this Agreement. In any dispute with respect to these exclusions, the burden of proof will be on Collaborator and such proof shall be by clear and convincing evidence.
g. Collaborator shall ensure that its representatives, subcontractors, officers, employees, agents, and volunteers are aware of, and agree to abide by, the terms of this Section 1.
h. The foregoing commitments of each party shall survive any termination of such party’s membership in SheWolf, and shall continue for seven (7) years from the last date of disclosure of Confidential Information, except for information which is a trade secret, for which the foregoing commitments shall remain in place as long as the applicable Confidential Information retains its status as a trade secret.
2. Indemnification. Collaborator shall indemnify and hold SheWolf harmless from and against any claims, losses, liabilities, damages and expenses (including, without limitation, attorneys’ fees and costs) incurred by such indemnified parties as a result of Collaborator’s representations herein being untrue or as a result of any breach by Collaborator, its representatives, subcontractors, officers, employees, agents, and volunteers, of any covenant or warranty contained in this Agreement.
3. Mediation and Arbitration.
a. Any dispute arising out of the parties’ respective obligations hereunder, or any dispute relating to any term or condition of this Agreement shall be addressed through non-binding mediation in Greensboro, North Carolina. In the event that efforts to mediate a resolution fail, such dispute shall be resolved solely through final and binding arbitration in Greensboro, North Carolina, conducted according to Rules of the American Arbitration Association.
b. SheWolf may seek temporary injunctive relief from a court of competent jurisdiction in order to maintain the status quo pending arbitration.
5. Miscellaneous.
a. This Agreement shall be governed by and construed in accordance with the laws of North Carolina.
b. This Agreement constitutes the entire agreement of Collaborator with respect to the subject matter hereof and supersedes in their entirety any and all prior oral or written agreements, understandings or arrangements between Collaborator and SheWolf or any of its affiliates with respect to the subject matter hereof, and all such agreements, understandings and arrangements are hereby terminated and are of no force and effect. Collaborator hereby expressly disclaims any rights under any such agreements, understandings and arrangements. This Agreement may only be modified or canceled by a writing signed by both SheWolf and Collaborator.
c. The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. It is understood and agreed that no failure or delay by SheWolf 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 thereof or the exercise of any other right, power or privilege hereunder.
d. The rights and obligations of the Collaborators hereunder shall survive any termination of the relationship between the parties.
e. Words of any gender used in this Agreement shall be held and construed to include any other gender, and words in the singular shall be held to include the plural and words in the plural shall be held to include the singular unless and only to the extent that the context clearly indicates otherwise.