Non-Disclosure Agreement

Business Relationship Management Institute, Inc. Non-Disclosure Agreement


This Non-Disclosure Agreement is made as of the date of date of active members, by and between Business Relationship Management Institute, Inc., a Georgia not-for-profit corporation, having its principal place of business at 3340 Peachtree Road, Suite 1800, Atlanta, GA 30326 (“BRM Institute”), and BRM Institute Volunteers.

1. Definition of Confidentiality

As used in this Agreement, “Confidential Information” refers to any information which has commercial value and is either (i) technical information, including patent, copyright, trade secret, and other proprietary information, techniques, sketches, drawings, models, inventions, know-how, processes, apparatus, equipment, algorithms, software programs, software source documents, and formulae related to the current, future and proposed products and services of BRM Institute, or (ii) non-technical information relating to BRM Institute’s products, including without limitation pricing, margins, merchandising plans and strategies, finances, financial and accounting data and information, suppliers, customers, customer lists, purchasing data, sales and marketing plans, future business plans and any other information which is proprietary and confidential to BRM Institute. Recipient will use the Confidential Information only for the following limited purpose volunteering for various initiatives for BRM Institute.

2. Nondisclosure and Nonuse Obligations

Recipient will maintain in confidence and will not disclose, disseminate or use any Confidential Information belonging to BRM Institute, whether or not in written form. Recipient agrees that Recipient shall treat all Confidential Information of BRM Institute with at least the same degree of care as Recipient accords its own confidential information. Recipient further represents that Recipient exercises at least reasonable care to protect its own confidential information. If Recipient is not an individual, Recipient agrees that Recipient shall disclose Confidential Information only to those of its employees who need to know such information, and certifies that such employees have previously signed a copy of this Agreement.

3. Obligations

Recipient understands that its obligations under Paragraph 2 (“Nondisclosure and Nonuse Obligations”) shall survive the termination of any other relationship between the parties. Upon termination of any relationship between the parties, Recipient will promptly deliver to BRM Institute, without retaining any copies, all documents and other materials furnished to Recipient by BRM Institute.

4. This Agreement

This Agreement shall be governed in all respects by the laws of the United States of America and by the laws of the State of Georgia. BRM Institute NDA Pg. 2 BUSINESS RELATIONSHIP MANAGEMENT INSTITUTE, INC.

5. Breach

A breach of any of the promises or agreements contained herein will result in irreparable and continuing damage to BRM Institute for which there will be no adequate remedy at law, and BRM Institute shall be entitled to injunctive relief and/or a decree for specific performance, and such other relief as may be proper (including monetary damages if appropriate).

6. Confidential Information

This Agreement constitutes the entire agreement with respect to the Confidential Information disclosed herein and supersedes all prior or contemporaneous oral or written agreements concerning such Confidential Information.

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