Confidentiality Agreement
Effective 1/10/2020
When you create an Account on the Lyfecoin Platform, you agree to be bound by the following Nondisclosure Agreement.
This Nondisclosure Agreement (the “Agreement”) is entered into by and between you (“Receiving Party”), and Elizabeth Bullen, PO Box 20361, New York, NY 10009 (“Disclosing Party”) for the purpose of preventing the unauthorized disclosure of Confidential Information as defined below. The parties agree to enter into a confidential relationship with respect to the disclosure of certain proprietary and confidential information (“Confidential Information”).
1. Definition of Confidential Information.
For purposes of this Agreement, “Confidential Information” shall include any and all information or material that has or could have commercial value or other utility in the business in which the Disclosing and/or the Receiving Party is engaged, and which is transmitted as part of an interactive digital experience or product (such as a mobile software application, website, web application, or other), a visual or oral presentation, conversation, work session, email exchange, or any other communication.
2. Exclusions from Confidential Information.
Receiving Party’s obligations under this Agreement do not extend to information that is: (a) publicly known (meaning knowledge that is widely available via articles or press releases published by accredited news or academic sources) at the time of disclosure or subsequently becomes publicly known through no fault of the Receiving Party; (b) independently discovered or created by the Receiving Party before disclosure by Disclosing Party; (c) learned by the Receiving Party through legitimate means other than from the Disclosing Party or Disclosing Party’s representatives; or (d) is disclosed by Receiving Party with Disclosing Party’s prior written approval.
3. Obligations of Receiving Party.
Receiving Party shall hold and maintain the Confidential Information in strictest confidence for the sole and exclusive benefit of the Disclosing Party. Receiving Party shall carefully restrict access to Confidential Information to employees, contractors, and third parties as is reasonably required and shall require those persons to sign nondisclosure restrictions at least as protective as those in this Agreement. Receiving Party shall not, without prior written approval of Disclosing Party, use for Receiving Party’s own benefit, publish, copy, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of Disclosing Party, any Confidential Information. Receiving Party shall return to Disclosing Party any and all records, notes, and other written, printed, or tangible materials in its possession pertaining to Confidential Information immediately if Disclosing Party requests it in writing.
Should the Receiving Party be aware of any potential threat to the compromising of the Disclosing Party’s Confidential Information by a third or hosting party - such as monitoring software or surveillance devices - that are present during the disclosure of Confidential Information by the Disclosing Party, and are introduced by or upon suggestion of the Receiving Party, or otherwise, the Receiving Party must immediately bring this to the attention of the Disclosing Party.
4. Time Periods.
The nondisclosure provisions of this Agreement begin on the earlier of 1) the date of disclosure of protected information by the Disclosing Party to the Receiving Party, 2) the date this agreement is issued to the Receiving Party, or 3) the date the Receiving Party creates an account on the Lyfecoin platform. In this case, the receiving party must provide accurate and factual contact information which includes their legal first and last name, and email address, and, as necessary, any additional contact information to be used where they can be served legal documents.
The nondisclosure provisions of this Agreement shall survive the termination of this Agreement and Receiving Party’s duty to hold Confidential Information in confidence shall remain in effect until the Confidential Information no longer qualifies as a trade secret or until Disclosing Party sends Receiving Party written notice releasing Receiving Party from this Agreement, whichever occurs first.
5. Relationships.
Nothing contained in this Agreement shall be deemed to constitute either party a partner, joint venturer or employee of the other party for any purpose.
6. Severability.
If a court finds any provision of this Agreement invalid or unenforceable, the remainder of this Agreement shall be interpreted so as best to effect the intent of the parties.
7. Integration.
This Agreement expresses the complete understanding of the parties with respect to the subject matter and supersedes all prior proposals, agreements, representations, and understandings. This Agreement may not be amended except in a writing signed by both parties.
8. Waiver.
The failure to exercise any right provided in this Agreement shall not be a waiver of prior or subsequent rights.
This Agreement and each party’s obligations shall be binding on the representatives, assigns, and successors of such party. Each party has signed this Agreement through its authorized representative.
Disclosing Party:
Name: Elizabeth Bullen
Title: Project Owner, Lyfecoin / Habit Tracker
Date: 10/14/2023
Signature: /s/ Elizabeth Bullen