Confidentiality | 3 Client Guarantee

Confidentiality and Non-Circumvention Agreement

Potty Training Consultant Certification

This Confidentiality and Non-Circumvention Agreement (this “Agreement”), effective upon execution and delivery by the parties hereto, is entered into by and between POTTY TRAINING CONSULTANT, LLC, a State of Maryland limited liability company with offices located at 9676 Atterbury Lane, Frederick, Maryland 21704 (the “Disclosing Party”), and the individual or entity accepting this Agreement (the “Recipient”). The Disclosing Party and the Recipient are collectively referred to as the “Parties.”

WHEREAS, the Parties wish to explore potential business transactions in collaboration with each other (the “Purpose”); and

WHEREAS, the Parties recognize that in furtherance of the Purpose, the Disclosing Party may provide the Recipient with access to certain confidential and proprietary information (as defined in Section 1) and may introduce the Recipient to certain business contacts (the “Introduced Party”).

NOW, THEREFORE, in consideration of the mutual covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Definition of Confidential Information

“Confidential Information” means all non-public, proprietary, or confidential information of the Disclosing Party, whether oral, written, electronic, or in any other form, and includes all notes, analyses, summaries, and other materials prepared by the Recipient or its Representatives (as defined in Section 2) that contain or reflect any of the foregoing (“Notes”). Confidential Information also includes:

  • The fact that the Parties are in discussions regarding the Purpose.
  • Any terms, conditions, or arrangements discussed.

Confidential Information does not include information that: (i) becomes publicly available through no fault of the Recipient; (ii) is received from a third party without breach of a confidentiality obligation; (iii) was lawfully in the Recipient’s possession prior to disclosure; or (iv) is independently developed without use of Confidential Information.

2. Use and Disclosure of Confidential Information

The Recipient shall use the Confidential Information solely for the Purpose and shall not disclose it to any third party, except to its employees, officers, attorneys, accountants, and financial advisors (collectively, “Representatives”) who need to know such information for the Purpose and are bound by confidentiality obligations no less restrictive than those herein. The Recipient shall use at least the same degree of care it uses to protect its own confidential information and no less than a reasonable degree of care. The Recipient shall notify the Disclosing Party of any unauthorized use or disclosure.

3. Required Disclosure

If legally compelled to disclose Confidential Information, the Recipient shall notify the Disclosing Party prior to disclosure and provide reasonable assistance in seeking a protective order. The Recipient shall only disclose the minimum necessary information and take steps to ensure confidential treatment.

4. Return or Destruction of Confidential Information

Upon request or termination of this Agreement, the Recipient shall return or destroy all Confidential Information and certify its destruction in writing.

5. No Obligation to Disclose or Negotiate; No Representations or Warranties

The Disclosing Party is not obligated to disclose Confidential Information or enter into any transaction. All Confidential Information is provided “as is” without warranties of any kind.

6. No Transfer of Rights

The Disclosing Party retains all rights, title, and interest in its Confidential Information. Nothing in this Agreement transfers any intellectual property rights.

7. Non-Circumvention

The Recipient shall not, directly or indirectly, without the express written consent of the Disclosing Party:

  • Enter into any transaction with the Introduced Party that is competitive with or prevents the Disclosing Party from benefiting from the Purpose.
  • Solicit the Introduced Party for such a transaction.
  • Induce or encourage any Representatives or third parties to enter into such a transaction.

8. Term

This Agreement remains in effect for five (5) years from its expiration or termination, except that trade secret obligations survive until such information is no longer protected as a trade secret.

9. Equitable Relief

The Recipient acknowledges that any breach of this Agreement may cause irreparable harm to the Disclosing Party, entitling the Disclosing Party to equitable relief, including injunctive relief.

10. Governing Law, Jurisdiction, and Venue

This Agreement shall be governed by the laws of the State of Maryland. Any legal action must be brought in the federal or state courts of Frederick County, Maryland.

11. Notices

All notices must be in writing and sent to the Parties’ respective addresses as set forth in this Agreement or as otherwise designated in writing.

12. Entire Agreement

This Agreement constitutes the entire agreement between the Parties and supersedes all prior agreements. It may only be modified in writing signed by both Parties.