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PARTICIPANT NON-DISCLOSURE AGREEMENT
BY USING ANY OF THE CONFIDENTIAL INFORMATION AS DEFINED HEREIN AND/OR PARTICIPATING IN ANY NATURAL GAS VEHICLE INSTITUTE (“NGVI”)
FUNCTION, YOU ARE AGREEING TO THE FOLLOWING TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO ANY OF THESE TERMS, THEN PLEASE RETURN
ALL INFORMATION PROVIDED AND NOTIFY NGVI PRIOR TO ANY FUNCTION AS YOUR USE AND/OR PARTICIPATION SHALL CONSTITUTE YOUR ACCEPTANCE
OF THE TERMS OF THIS AGREEMENT.
Participant understands and agrees that these materials are the intellectual property of the NGVi and that NGVi considers these materials proprietary and
confidential and that but for the Participants agreement to be bound to the terms of this Agreement, NGVi would not have provided such Confidential
Information as hereinafter defined.
1. The confidential information to be disclosed by NGVi to Participants under this Agreement (“Confidential Information”) includes NGVi copyrighted
materials contained within a manual, a PowerPoint presentation, or other materials, and includes technical and business information relating to NGVi’s
proprietary ideas, patentable ideas, copyrights and/or trade secrets, existing and/or contemplated products and services, software, schematics, research and
development, production, costs, profit and margin information, customers, clients, marketing and current or future business plans and models, regardless of
whether such information is designated as “Confidential Information” at the time of its disclosure.
2. Participant shall hold all Confidential Information in strict confidence and shall not, without the prior express written consent of NGVi: a. copy
(physically or electronically), distribute, translate or disclose any Confidential Information to any non-Participants (whether an individual, organization or
entity); b. use or cause the use of the Confidential Information to develop training materials for any affiliate of Participant, or any other business, with or
without the purpose of competing with NGVi and its Courses, whether presently existing or offered in the future; c. use the Confidential Information or any
excerpt therefrom in any publication, including but not limited to websites, social media, company brochures or other literature, however published; or d.
use or modify or alter the Confidential Information to develop, create or support any derivative materials or works, in any manner or medium whatsoever; e.
transfer, sell, rent, lease, distribute, or sublicense any Confidential Information to any non-Participants; f. alter or remove any proprietary notices in the
Confidential Information.
3. Participant acknowledges Participant is receiving copyrighted materials of NGVi and that the Confidential Information is provided for Participant’s
personal use only.
4. This Agreement imposes no obligation upon Participant with respect to any Confidential Information (a) that was in Participant’s possession before
receipt from NGVi; (b) is or becomes a matter of public knowledge through no fault of Participant; or (c) is independently developed by Participant.
Participant may disclose Confidential Information if such Confidential Information is legally compelled to be disclosed or required to be disclosed pursuant to
law or regulation, provided, that to the extent permitted by law or the requesting entity, Participant gives NGVi prompt notice of and a reasonable
opportunity to challenge such required disclosure; and provided, further, that disclosure may be made only to the extent to which Participant is legally
required.
5. This Agreement shall not be construed as creating, conveying, transferring, granting or conferring upon Participant any rights, license or authority in or
to the information presented. All information presented and all worldwide intellectual property rights therein including copyrights, are wholly owned solely
by NGVi, who shall retain all right, title and interest in and to all information presented. Furthermore and specifically, no license or conveyance of any
intellectual property rights is granted or implied by this Agreement.
6. The term of this Agreement will begin on the date the Agreement is signed, or the date any Confidential Information is provided to Participant,
whichever is earlier. This Agreement ends two years after the commencement date, except the provisions of sections 2, 5, 7, 8 and 9 which do not expire
until NGVi's rights in those confidential or copyrighted materials expire. In the event of (a) a violation of this Agreement, (b) termination of this Agreement,
or (c) notification by NGVi to Participant that Participant is believed to be in breach of this Agreement, Participant agrees to destroy or return all Confidential
Information to NGVi within 24 hours of demand for same, followed immediately by certification in writing that all physical copies have been destroyed or
returned and that all electronic copies have been permanently deleted from every electronic device under Participant’s control. Termination will not affect
any claim, liability or right arising prior to termination.
7. Participant and NGVi further acknowledge and agree that the unauthorized disclosure of the Confidential Information may cause immediate and
irreparable harm to NGVi that will not be compensable by damages alone if Participant repudiates or breaches any of the provisions hereof, or threatens or
attempts to do so. As a result of the unique nature of the Confidential Information, in addition to and not in limitation of any other rights, remedies or
damages available at law or in equity, Participant acknowledges that NGVi shall be entitled to obtain a temporary, preliminary and permanent injunction in a
court of competent jurisdiction to prevent or restrain any actual or threatened breach of this Agreement by Participant or any person or entity acting in
concert therewith. In connection with any
application for injunctive relief, Participant hereby waives the claim or defense that an adequate remedy exists at law and Participant understands that
Participant shall be liable for all reasonable costs and expenses incurred by NGVi in enforcing the terms of this Agreement, including but not limited to
attorneys’ fees to the extent Participant is found to have breached the terms of this Agreement.
8. Participant acknowledges that the purpose of the Courses is to educate Participants regarding the safe operation, inspection, maintenance and repair of
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