We are about to disclose to you valuable information, including plans, concepts, and ideas for a new standardized test prep prototype (working title, Revolutionary New Test Prep, involving Dr. Ben Bernstein’s original model set forth in his book Crush Your Test Anxiety combined with AI and VR which we deem confidential (hereinafter collectively referred to as (the “Information”).
You understand and acknowledge that the unauthorized disclosure of the Information by you to others would irreparably damage us. In consideration of and in return for our disclosing the Information to you, you agree to keep it secret and hold the Information in confidence and treat the Information as if it were your own proprietary property, disclosing it to no person or entity. We agree that the Information shall not be deemed to be confidential to the extent that it was in the public domain at the time of my communication of it to you, or if the Information subsequently enters the public domain without breach of any confidentiality obligation to me.
This disclosure shall be only for purposes of evaluation to determine your interest in the commercial exploitation of the Information. You agree not to sell, deal in, or otherwise use or appropriate the disclosed Information in any way whatsoever including, and without limitation,
through republication, adaptation, imitation or creating derivative works pending a further express agreement between us.
In the event that you wish to retain any of the Information in your possession for further review and evaluation, you agree to return the Information to us promptly upon our request.
It is understood that except for this requirement of confidentiality you have no other obligation to us. If, on the basis of your evaluation of the Information, you wish to pursue the exploitation thereof, we each agree to enter into good faith negotiations to arrive at a mutually satisfactory agreement for this purpose. Unless and until such an agreement is entered into, this non-disclosure Agreement shall remain in full force and effect.
This Agreement shall be governed by the laws of the State of California and shall be binding upon and shall inure to our benefit and to the benefit of our respective legal representatives, successors, and assigns. Nothing herein shall be deemed to give you any rights or interest whatsoever in and to the Information. The prevailing party in any action under this Agreement shall be entitled to attorneys’ fees and costs from the other party hereto.