Non-Disclosure Agreement

Effective Date: May 1, 2020

It is important that all program participants, trainers and advisors agree to treat our entrepreneurship programs (workshops and 1:1 advising sessions) as a safe space for everyone to openly share about their businesses and challenges. By registering for this workshop, you agree to Centro’s Nondisclosure Agreement, which can be found at: www.centrocommunity.org/program-nda

This Non-Disclosure Agreement (the “Agreement”) governs the disclosure of information by all participants, trainers and advisors in Centro’s programs (“Disclosing Party”) to all participants, trainers and advisors in Centro’s programs, (the “Recipient”), as of the start of each program (the “Effective Date”).

1. Confidential Information

As used herein, “Confidential Information” shall mean: any and all technical and non-technical information or data provided by Disclosing Party to the Recipient, whether embodied in tangible form or disclosed visually or orally, concerning or related to Disclosing Party’s current, future, and proposed products, technology and services, and including, without limitation, information concerning Disclosing Party’s research, experimental work, development, design details and specifications, engineering, financial information, procurement requirements, purchasing, manufacturing, customer lists, investors, employees, business and contractual relationships, business forecasts, market analyses, sales and merchandising, marketing plans and information Disclosing Party provides regarding third parties.  Without limiting the generality of the foregoing, Confidential Information may include trade secrets, proprietary information, ideas, techniques, sketches, drawings, works of authorship, models, inventions, know-how, processes, apparatuses, equipment, algorithms, software programs, software source documents, and formulae.  “Confidential Information” does not include information or data that the Recipient can establish by credible evidence: (a) was in the public domain at the time it was communicated to the Recipient by Disclosing Party; (b) entered the public domain subsequent to the time it was communicated to the Recipient by Disclosing Party through no fault of the Recipient; (c) was rightfully in the Recipient’s possession free of any obligation of confidence before it was communicated to the Recipient by Disclosing Party; (d) was rightfully communicated to the Recipient by a third party free of any obligation of confidence subsequent to the time it was communicated to the Recipient by Disclosing Party; or (e) was developed by employees or agents of the Recipient independently of and without reference to any information communicated to the Recipient by Disclosing Party.

2. Limitations on Use

The Recipient agrees that at all times, and notwithstanding any termination or expiration of this Agreement, it will hold in strict confidence and not disclose Confidential Information to any third party, except as approved in writing by Disclosing Party, and will use the Confidential Information for no purpose other than evaluating or pursuing a business relationship with the Disclosing Party. Notwithstanding the above, Recipient shall not be in violation of this Section 2 with regard to a disclosure that was in response to a valid order by a court or other governmental body, provided that Recipient provides Disclosing Party with prior written notice of such disclosure in order to permit Disclosing Party to seek a protective order or other appropriate remedy.  Recipient agrees to furnish only that portion of the information that the Recipient is advised by counsel is legally required and to exercise reasonable efforts to obtain confidential treatment of such information.  Recipient shall only permit access to Confidential Information to those of its employees or having a need to know and who have signed confidentiality agreements or are otherwise bound by confidentiality obligations at least as restrictive as those contained herein.

3. Standard of Care

The Recipient shall use at least the same degree (but no less than a reasonable degree) of care and protection to prevent the unauthorized use, dissemination or copying of any Confidential Information as the Recipient uses to protect its own confidential information of a like nature.

4. Notification of Disclosure

The Recipient shall immediately notify Disclosing Party in the event of any loss or unauthorized disclosure of any Confidential Information.

5. Return of Confidential Information

Upon termination or expiration of this Agreement, or upon written request of Disclosing Party, the Recipient shall promptly return to Disclosing Party all documents, notes and other tangible materials representing the Confidential Information and all copies thereof.

6. No Property Rights

The Recipient recognizes and agrees that nothing contained in this Agreement shall be construed as granting any property rights, by license or otherwise, to any Confidential Information, or to any invention or any patent, copyright, trademark, or other intellectual property right that has issued or that may issue, based on Confidential Information.  The 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.

7. Reproduction

Recipient shall not reproduce Confidential Information in any form except as required to accomplish the intent of this Agreement.  Any reproduction of any Confidential Information shall remain the property of Disclosing Party and shall contain any and all confidential or proprietary notices or legends which appear on the original, unless otherwise authorized in writing by Disclosing Party.

8. Termination

This Agreement shall terminate two years after the Effective Date, or may be terminated by either party at any time upon 30 days’ written notice to the other party.  Recipient’s obligations with respect to Confidential Information shall terminate at such time as such information becomes subject to one of the exceptions set forth in Section 1.

9. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of California as applied to agreements made, entered into and performed entirely in California and solely by California residents, notwithstanding their actual residence. 

10. Amendments

This Agreement may not be amended except by a writing signed by both parties hereto.

11. Remedies

The Recipient hereby agrees that breach of this Agreement will cause Company irreparable damage for which recovery of damages would be inadequate, and that, in the event of any actual or threatened breach of this Agreement, Disclosing Party shall be entitled to obtain timely injunctive relief under this Agreement, as well as such further relief as may be granted by a court of competent jurisdiction.

12. Severability

If any provision of this Agreement is found by a proper authority to be unenforceable or invalid, such unenforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole and, in such event, such provision shall be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decisions.

13. Assignment; Transfer

The Recipient will not assign or transfer any rights or obligations under this Agreement without the prior written consent of Disclosing Party.

14. Export of Technical Data

The Recipient shall not export, directly or indirectly, any technical data acquired pursuant to this Agreement or any product utilizing any such data to any country for which the U.S. Government or any agency thereof at the time of export requires an export license or other governmental approval without first obtaining such license or approval.

15. Notices

All notices or reports permitted or required under this Agreement shall be in writing and shall be delivered by personal delivery, electronic mail, facsimile transmission or by certified or registered mail, return receipt requested, and shall be deemed given upon personal delivery, five days after deposit in the mail, or upon acknowledgment of receipt of electronic transmission. Notices shall be sent to the addresses set forth at the end of this Agreement or such other address as either party may specify in writing.

In Witness Whereof, the parties hereto have caused this Agreement to be executed as of the date first referenced above.

Disclosing Parties (Participants, Trainers and Advisors in Centro’s Programs)

By registering for Centro’s programs, participants, trainers and advisors acknowledge this agreement.

Recipients (Participants, Trainers and Advisors in Centro’s Programs)

By registering for Centro’s programs, participants, trainers and advisors acknowledge this agreement. 

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