(the “Recipient”).
WHEREAS, Disclosing Party possesses certain confidential and proprietary information related to its coaching manual content, processes, tools, training slides and content (collectively referred to as the “Confidential Information”), which includes, but is not limited to, trade secrets, know-how, methodologies, strategies, and intellectual property;
WHEREAS, Recipient desires to have access to and use the Confidential Information for the sole purpose of completing the Prospera Cognitive Behavioral Coaching Certification program;
NOW, THEREFORE, the parties agree as follows:
1. Confidentiality Obligations
(a) Recipient agrees to hold all Confidential Information in strict confidence and to use it solely for the purpose stated above. Recipient shall not disclose, publish, or reveal any Confidential Information to any third party without prior written consent of Disclosing Party, except as required by law.
(b) Recipient shall take reasonable measures to maintain the confidentiality of the Confidential Information and prevent its unauthorized disclosure or use.
(c) Recipient shall limit access to Confidential Information to only those who have a legitimate need and are bound by confidentiality obligations.
2. Ownership and Return of Materials
(a) All Confidential Information remains the sole property of Disclosing Party. No license or rights are granted to Recipient except for those explicitly stated in this Agreement.
(b) Upon request or termination of this Agreement, Recipient must return or destroy all Confidential Information and certify compliance upon request.
3. Remedies
(a) Recipient acknowledges that unauthorized use or disclosure may cause irreparable harm to the Disclosing Party. Injunctive relief may be sought in such cases.
(b) Disclosing Party’s rights under this Agreement are cumulative and in addition to other remedies.
4. Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of the State of California.
