Soccer Park, LLC

These are the terms and conditions you are agreeing to by paying the project design fee. 

This NON-DISCLOSURE AGREEMENT (“Agreement”) is entered into by and between SOCCER PARK, LLC, a limited liability company organized and existing under the laws of the state of Idaho, with its principal place of business located at 6663 S. Eisenman Rd, Boise, Idaho 83709 USA (“DISCLOSER”), and __________________________________ (“RECIPIENT”), as of this ____ day of ___________________, 2019 “Effective Date”).  DISCLOSER and RECIPIENT desire to protect and provide for certain DISCLOSER confidential and proprietary information intended to be disclosed or provided by DISCLOSER to RECIPIENT under this Agreement, and therefore in consideration of the mutual covenants contained in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, DISCLOSER and RECIPIENT agree to the terms and conditions contained in this Agreement.

  1. For the purpose of evaluating, establishing, or continuing a beneficial business relationship between DISCLOSER and RECIPIENT (“Purpose”), DISCLOSER intends to disclose or provide to RECIPIENT certain information, materials or data concerning inventions, trade secrets, and proprietary information concerning DISCLOSER’s current, future or proposed products and/or services, which may include computer code (both source code and object code), drawings, designs, blue prints, specifications, computer printouts, memoranda and correspondence, product development agreements, business plans, and related agreements and other technical, commercial, business or financial information which is not in the public domain and which has been reasonably restricted by DISCLOSER as confidential (hereinafter referred to as the “CONFIDENTIAL INFORMATION”).  RECIPIENT warrants and agrees that the CONFIDENTIAL INFORMATION shall be used by Recipient solely for the Purpose stated above in this paragraph and for no other purposes whatsoever. RECIPIENT expressly acknowledges and agrees that its receipt of the CONFIDENTIAL INFORMATION does not constitute a sale or an offering for sale of the CONFIDENTIAL INFORMATION, and RECIPIENT acknowledges and agrees that DISCLOSER may intend to seek patent protection for the CONFIDENTIAL INFORMATION (or part thereof) and RECIPIENT will do nothing with the CONFIDENTIAL INFORMATION that may impair DISCLOSER’s rights to seek such protection or any other protection therefor in the United States or elsewhere. RECIPIENT further agrees that this Agreement itself, its terms and conditions, the fact of its existence, and the identity of the parties to this Agreement, including DISCLOSER and its members/owners/officers, are all deemed to be CONFIDENTIAL INFORMATION.
  2. DISCLOSER may disclose or provide to RECIPIENT the CONFIDENTIAL INFORMATION orally or in writing (including graphic material) or otherwise. Without limiting the foregoing, CONFIDENTIAL INFORMATION shall include any and all information disclosed or provided by DISCLOSER to RECIPIENT: (a) in tangible form or medium (e.g. documentation or software) that is marked or labelled as confidential or proprietary or with similar designation; (b) in intangible form or medium (e.g. orally or visually) that is stated or declared by DISCLOSER to RECIPIENT at the time of such initial disclosure or provision to be confidential or proprietary or with similar designation; (c) that would be apparent to a reasonable person, familiar with DISCLOSER’s business and the industry in which it operates, that such information is of a confidential or proprietary nature, the maintenance of which is important to DISCLOSER; or (d) that DISCLOSER, within thirty (30) days after such initial disclosure, advises RECIPIENT that such information is confidential or proprietary to DISCLOSER.
  3. RECIPIENT shall not disclose or provide any CONFIDENTIAL INFORMATION to any third party without the express prior written consent of DISCLOSER in each instance; provided, however, that RECIPIENT may disclose the CONFIDENTIAL INFORMATION to its employees, attorneys, accountants, financial advisors or consultants (collectively, “Representatives”) who have a bona fide need to know the CONFIDENTIAL INFORMATION for the Purpose and who are bound in writing to RECIPIENT by enforceable obligations of confidentiality to keep such CONFIDENTIAL INFORMATION confidential on terms and conditions at least as protective and restrictive as the terms and conditions set forth in this Agreement. In the event RECIPIENT discloses CONFIDENTIAL INFORMATION to such Representatives, RECIPIENT shall be responsible and liable for any unauthorized disclosure thereof by such Representatives to any third parties in breach of the terms or conditions of this Agreement and for any unauthorized use of CONFIDENTIAL INFORMATION by such Representatives in breach of the terms or conditions of this Agreement. RECIPIENT shall exercise the same degree of care to protect the CONFIDENTIAL INFORMATION from unauthorized disclosure or use as it normally uses to protect its own confidential information of similar nature, but in no event shall RECIPIENT use less than a reasonable degree of care to protect the CONFIDENTIAL INFORMATION from unauthorized disclosure and use.  Recipient shall notify Discloser promptly in writing in the event of any disclosure or use of the Confidential Information in any manner not authorized under this Agreement.
  4. Nothing in this Agreement shall be construed as creating an agency, joint venture, franchise, partnership or any other formal business relationship or association between the parties hereto or obligating either party hereto to purchase from or provide any goods or services to the other party hereto. Furthermore, RECIPIENT shall not make, have made, use or sell for any purpose any product, service or other item using, incorporating or derived from any CONFIDENTIAL INFORMATION without DISCLOSER’s express prior written consent. Confidential Information shall not be exported or re-exported, directly or indirectly, in any form, by RECIPIENT except in compliance with the U.S. Export Administration Regulations and all other applicable U.S. federal export laws.
  5. All CONFIDENTIAL INFORMATION and all rights therein and thereto shall remain the exclusive property of and owned by DISCLOSER, including, but not limited to, any and all derivatives, summaries, notes, and electronic files (extant and archived) of such CONFIDENTIAL INFORMATION, and nothing in this Agreement shall restrict DISCLOSER from using, disclosing, or disseminating the CONFIDENTIAL INFORMATION in any way or to any third party. RECIPIENT recognizes and agrees that nothing contained in this Agreement shall be construed as a grant of any property or ownership rights to RECIPIENT, by license or otherwise, in or to any CONFIDENTIAL INFORMATION or any rights therein or thereto, or to any invention or any patent right that has been issued or that may be issued, or any copyright or other rights based on or in connection with the CONFIDENTIAL INFORMATION.
  6. RECIPIENT shall have no obligation of confidentiality under this Agreement with respect to CONFIDENTIAL INFORMATION to the extent which such CONFIDENTIAL INFORMATION:
    1. is shown by RECIPIENT through competent written evidence to have been known to RECIPIENT prior to any disclosure of such CONFIDENTIAL INFORMATION by DISCLOSER to RECIPIENT;
    2. is shown by RECIPIENT through competent written evidence to have been independently developed by RECIPIENT without use of or reference to any CONFIDENTIAL INFORMATION;
    3. is now or becomes available to the public through no fault of RECIPIENT and no breach of this Agreement or any other agreement between the parties hereto (provided, however, that this exception shall not apply to any part of the CONFIDENTIAL INFORMATION that may be contained in a patent application which is published; and provided further, that CONFIDENTIAL INFORMATION shall not be deemed to be available to the public merely because any part thereof is embodied in a product or service or because individual features, components or combinations thereof are now or become known to the public); or
    4. is obtained by RECIPIENT from a third party who is legally entitled to disclose the CONFIDENTIAL INFORMATION to RECIPIENT free of any non-disclosure agreement, obligations or restrictions.
  1. If RECIPIENT is required pursuant to a valid order of a court of competent jurisdiction or authorized government agency to disclose any CONFIDENTIAL INFORMATION pursuant to such order, then RECIPIENT shall promptly notify DISCLOSER in writing of such order so as to allow DISCLOSER to seek an injunction or other form of protective order or relief regarding such CONFIDENTIAL INFORMATION and RECIPIENT shall reasonably cooperate with DISCLOSER in its efforts to obtain such injunction or other form of protective order or relief.  If DISCLOSER is unable to secure such an injunction or other form of protective order or relief regarding such CONFIDENTIAL INFORMATION, then RECIPIENT shall disclose only that portion of the CONFIDENTIAL INFORMATION which RECIPIENT is legally required to disclose pursuant to such order and, in conjunction with DISCLOSER, RECIPIENT shall use all reasonable efforts to ensure that such CONFIDENTIAL INFORMATION so disclosed is maintained in confidence by the party to whom it is disclosed pursuant to such order.
  2. This Agreement shall be effective as of the Effective Date, and shall continue in effect and govern the disclosure of CONFIDENTIAL INFORMATION by DISCLOSER to RECIPIENT hereunder, for a period of five (15) years from the Effective Date (“Term”).The obligations of RECIPIENT under this Agreement with respect to each item of CONFIDENTIAL INFORMATION shall be effective and endure at all times during the Term and for five (15) years from the date of any termination or expiration of this Agreement; provided, however, that any CONFIDENTIAL INFORMATION that has been identified by DISCLOSER as a trade secret either at the time of disclosure or thereafter, or that otherwise qualifies under applicable law as a trade secret, shall continue to be subject to the terms of this Agreement notwithstanding any termination or expiration of this Agreement. RECIPIENT, upon any termination or expiration of this Agreement or otherwise earlier upon any written request from DISCLOSER to RECIPIENT at any time, shall promptly return all CONFIDENTIAL INFORMATION and any copies thereof in RECIPIENT’s possession or control to DISCLOSER or, if requested by DISCLOSER to RECIPIENT, shall promptly destroy all CONFIDENTIAL INFORMATION and any copies thereof in RECIPIENT’s possession or control and supply DISCLOSER with a written certificate executed by an authorized officer of RECIPIENT certifying as to the completed destruction of all CONFIDENTIAL INFORMATION and any copies thereof in RECIPIENT’s possession or control. Any such return or destruction of CONFIDENTIAL INFORMATION shall not affect the Term of this Agreement or the confidentiality obligations herein.
  3. Notwithstanding anything in this Agreement to the contrary, this Agreement may be terminated by DISCLOSER, with or without cause, at any time, upon written notice of termination to RECIPIENT.
  4. ALL CONFIDENTIAL INFORMATION IS DISCLOSED OR PROVIDED BY DISCLOSER TO RECIPIENT “AS IS” WITHOUT ANY REPRESENTATIONS OR WARRANTIES WHATSOEVER.  DISCLOSER MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, STATUTORY OR OTHERWISE, REGARDING THE CONFIDENTIAL INFORMATION OR ITS ACCURACY, COMPLETENESS. UTILITY OR PERFORMANCE.  DISCLOSER HEREBY EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES WHATSOEVER REGARDING THE CONFIDENTIAL INFORMATION OR OTHERWISE UNDER OR IN CONNECTION WITH THIS AGREEMENT.
  5. DISCLOSER does not wish to receive or be provided any confidential or proprietary information from RECIPIENT, and DISCLOSER assumes no obligation, responsibility or liability whatsoever, either express or implied, oral or written, or otherwise with respect to any information disclosed or provided by RECIPIENT. RECIPIENT warrants that it shall not disclose or provide to DISCLOSER, its employees, agents or representatives, any confidential or proprietary information of RECIPIENT or any third party to which RECIPIENT may be privy, and RECIPIENT shall defend, indemnify and hold harmless DISCLOSER, its employees, agents and representatives from and against any and all breaches of this warranty.
  6. The parties hereto agree that the rights and obligations of confidentiality under and arising out of this Agreement shall be binding upon and inure to the benefit of each party hereto and its respective successors and assigns. The parties hereto acknowledge and agree that in the event of a change of control of RECIPIENT, RECIPIENT’s obligations of confidentiality under and arising out of this Agreement remain binding upon RECIPIENT, and CONFIDENTIAL INFORMATION may not be disclosed or provided by RECIPIENT to it’s new affiliates or parent without DISCLOSER’s express prior written consent in each instance.
  7. This Agreement is not assignable or delegable in whole or in part by RECIPIENT without the express prior written consent of DISCLOSER. This Agreement may not be amended, nor any obligation waived, except by a written document which expressly describes the particular amendment or waiver and which has been signed by duly authorized representatives of DISCLOSER and RECIPIENT.
  8. This Agreement shall be governed by and construed under the laws of the State of Idaho, and applicable U.S. federal law, without application of or reference to any conflict or choice of law rules or principles. Any dispute or legal matter between the parties hereto related to or arising out of this Agreement shall be brought and heard exclusively in the state or federal courts located in Ada County, Idaho, and RECIPIENT hereby consents to the exclusive jurisdiction and venue of such courts for any such dispute or legal matter, and RECIPIENT agrees that it shall not plead or claim in any such courts that any such dispute or legal matter has been brought in an inconvenient forum.  In the event of any such dispute or legal matter between the parties hereto brought or heard in any such court, the prevailing party hereto in such court shall be entitled to an award of reasonable attorneys’ fees incurred by such party in connection with such dispute or legal matter.
  9. This Agreement contains the compete agreement and understanding of the parties hereto relative to the subject matter hereof and shall supersede any and all prior or contemporaneous writings or discussions between the parties hereto relative to the subject matter hereof.  An executed original of this Agreement by a party hereto may be delivered by such party to the other party hereto by facsimile, which shall be binding as an original. The undersigned parties hereto represent that they are authorized and empowered to sign this Agreement on behalf of, and bind, their respective party hereto. RECIPIENT agrees that DISCLOSER shall have no adequate remedy at law in the event of RECIPIENT’s breach or threatened breach of this Agreement and therefore consents to entry of preliminary and permanent injunctive relief or other equitable relief in favor of DISCLOSER in such event without necessity of DISCLOSER’s posting any bond or other security.