CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT
Last updated April 8, 2024
Confidentiality and Non-Disclosure Agreement (NDA)
By registering for The Hummingbird Project casino event on April 27, 2024, you are agreeing to the terms of this Confidentiality and Non-disclosure Agreement ("Agreement") made effective as of the date of your registration ("Effective Date"), by and between The Hummingbird Project Adam & Kristen Spencer ("Owner"), of 10412 E. Robs Camp Road, Scottsdale, Arizona 85255, and you ("Event Registrant").
Confidential personal information as well as confidential business information may be advertently or inadvertently disclosed by Owner or other event attendee to Event Registrant or may be encountered by Event Registrant while attending The Hummingbird Project Casino event at the residence of Adam and Kristen Spencer.
The Owner has requested and the Event Registrant agrees that the Event Registrant will protect the confidential material and information which may be disclosed between the Owner and the Event Registrant which encompasses the personal information of Adam and Kristen Spencer, and their business entities; elev8 Advisors Group, EVRGRN Industries, Beyond Normal Partnerships, Supernormal, and Vital. Therefore, the parties agree as follows:
I. Confidential Information. The term "Confidential Information" means any information or material which is proprietary to the Owner, whether or not owned or developed by the Owner, which is not generally known other than by the Owner, and which the Event Registrant may obtain through any direct or indirect contact with the Owner. Regardless of whether specifically identified as confidential or proprietary, Confidential Information shall include any information provided by the Owner concerning the business, technology and information of the Owner and any third party with which the Owner deals, including, without limitation, business records and plans, trade secrets, technical data, product ideas, contracts, financial information, pricing structure, discounts, computer programs and listings, source code and/or object code, copyrights and intellectual property, inventions, sales leads, strategic alliances, partners, and customer and client lists. The nature of the information and the manner of disclosure are such that a reasonable person would understand it to be confidential. This shall also include all personal information of the event location owners, Adam and Kristen Spencer, and shall also include confidential information for any affiliates of the Company and any business entities that Adam and/or Kristen Spencer have an ownership interest in, excluding The Hummingbird Project.
a.) Confidential Information does not include:
· matters of public knowledge that result from disclosure by the Owner;
· information independently developed by the Event Registrant;
· information disclosed by operation of law;
· and any other information that both parties agree in writing is not confidential.
II. Protection of Confidential Information. The Event Registrant understands and acknowledges that the Confidential Information has been developed or obtained by the Owner by the investment of significant time, effort, and expense, and that the Confidential Information is a valuable, special, and unique asset of the Owner which provides the Owner with a significant competitive advantage and needs to be protected from improper disclosure. In consideration for the receipt by the Event Registrant of the Confidential Information, the Event Registrant agrees as follows:
(a) No Disclosure. The Event Registrant will hold the Confidential Information in confidence and will not disclose the Confidential Information to any person or entity without the prior written consent of the Owner.
(b) No Copying/Modifying. The Event Registrant will not copy or modify any Confidential Information without the prior written consent of the Owner.
(c) Unauthorized Use. The Event Registrant shall promptly advise the Owner if the Event Registrant becomes aware of any possible unauthorized disclosure or use of the Confidential Information.
(d) Application to Employees. The Event Registrant shall not disclose any Confidential Information to any employees of the Event Registrant, except those employees who are required to have the Confidential Information in order to perform their job duties in connection with the limited purposes of this Agreement. Each permitted employee to whom Confidential Information is disclosed shall sign a non-disclosure agreement substantially the same as this Agreement at the request of the Owner.
III. Unauthorized Disclosure of Information - Injunction. If it appears that the Event Registrant has disclosed (or has threatened to disclose) Confidential Information in violation of this Agreement, the Owner shall be entitled to an injunction to restrain the Event Registrant from disclosing the Confidential Information in whole or in part. The Owner shall not be prohibited by this provision from pursuing other remedies, including a claim for losses and damages.
IV. Non-Circumvention. For a period of five (5) years after the end of the term of this Agreement, the Event Registrant will not attempt to do business with, or otherwise solicit any business contacts found or otherwise referred by the Owner to the Event Registrant for the purpose of circumventing, the result of which shall be to prevent the Owner from realizing or recognizing a profit, fees, or otherwise, without the specific written approval of the Owner. If such circumvention shall occur the Owner shall be entitled to any commissions due pursuant to this Agreement or relating to such transaction.
V. Return of Confidential Information. Upon the written request of the Owner, the Event Registrant shall return to the Owner all written materials containing the Confidential Information. The Event Registrant shall also deliver to the Owner written statements signed by the Event Registrant certifying that all materials have been returned within five (5) days of receipt of the request.
VI. Relationship of Parties. Neither party has an obligation under this Agreement to purchase any service or item from the other party, or commercially offer any products using or incorporating the Confidential Information. This Agreement does not create any agency, partnership, or joint venture.
VII. No Warranty. The Event Registrant acknowledges and agrees that the Confidential Information is provided on an "AS IS" basis. THE OWNER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE CONFIDENTIAL INFORMATION AND HEREBY EXPRESSLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL THE OWNER BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THE PERFORMANCE OR USE OF ANY PORTION OF THE CONFIDENTIAL INFORMATION. The Owner does not represent or warrant that any product or business plans disclosed to the Event Registrant will be marketed or carried out as disclosed, or at all. Any actions taken by the Event Registrant in response to the disclosure of the Confidential Information shall be solely at the risk of the Event Registrant.
VIII. Limited License To Use. The Event Registrant shall not acquire any intellectual property rights under this Agreement except the limited right to use as set forth above. The Event Registrant acknowledges that, as between the Owner and the Event Registrant, the Confidential Information and all related copyrights and other intellectual property rights, are (and at all times will be) the property of the Owner, even if suggestions, comments, and/or ideas made by the Event Registrant are incorporated into the Confidential Information or related materials during the period of this Agreement.
IX. Indemnity. Each party agrees to defend, indemnify, and hold harmless the other party and its officers, directors, agents, affiliates, distributors, representatives, and employees from any and all third party claims, demands, liabilities, costs and expenses, including reasonable attorney's fees, costs and expenses resulting from the indemnifying party's material breach of any duty, representation, or warranty under this Agreement.
X. Attorney's Fees. In any legal action between the parties concerning this Agreement, the prevailing party shall be entitled to recover reasonable attorney's fees and costs.
XI. Term. The obligations of this Agreement shall survive indefinitely from the Effective Date or until the Owner sends the Event Registrant written notice releasing the Event Registrant from this Agreement. After that, the Event Registrant must continue to protect the Confidential Information that was received during the term of this Agreement from unauthorized use or disclosure indefinitely.
XII. General Provisions. This Agreement sets forth the entire understanding of the parties regarding confidentiality. Any amendments must be in writing and signed by both parties. This Agreement shall be construed under the laws of the State of Arizona. This Agreement shall not be assignable by either party. Neither party may delegate its duties under this Agreement without the prior written consent of the other party. The confidentiality provisions of this Agreement shall remain in full force and effect at all times in accordance with the term of this Agreement. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining portions of this Agreement shall remain in full force and effect and construed so as to best effectuate the original intent and purpose of this Agreement.