Privacy Policy

Standard Non-Disclosure:

Nondisclosure and Confidentiality Agreement

1. This Nondisclosure and Confidentiality Agreement (the “Agreement”), on this  day of  1st January, 2023, is entered into by and between Pro-Trend Inc. d/b/a www.dontassdds.com (“Company”), a Florida corporation and its assigns and (“Receiving Party”); Company and Receiving Party are sometimes collectively referred to herein as the “Parties” and each, individually, as a “Party”. The Parties acknowledge that, by reason of furthering their business relationship (the “Purpose”), they may each receive and/or have access to information and materials concerning the other Party which is confidential including, but not limited to, information and materials concerning its business, plans, products and technical data which are confidential and of substantial value to the Disclosing Party that would be impaired if the information were disclosed to third parties or used by the Receiving Party for any reason other than the Purpose. Therefore, to protect any confidential information that may be provided, the Parties agree as follows:
2. Confidential Information. For the purposes of this Agreement, ”Confidential Information” shall include all nonpublic information disclosed directly or indirectly by the Disclosing Party to the Receiving Party, whether written, oral, electronic, or otherwise, through any means of communication or observation. This Agreement shall not require the Disclosing Party to disclose any of its Confidential Information.

For the purposes of this Agreement, ”Confidential Information” shall include all information that ought reasonably to be known to be of a confidential or proprietary nature, obtained during involvement in the Purpose, that is owned, developed, or possessed by the Disclosing Party, its subsidiaries, affiliates, customers, suppliers, vendors, or other third parties with whom the Disclosing Party has a relationship, including, but not limited to, all verbal, written, tangible, intangible, visual, electronic, present, or future information, such as: (i) trade secrets; (ii) financial information, including pricing; (iii) technical information, including research, development, procedures, algorithms, data, designs, product specifications, drawings, concepts, samples, intellectual property, inventions, manufacturing processes, computer programs and systems, and know-how; (iv) business information, including operations, planning, marketing and sales strategies and data, products, sources, costs, customers, vendors, distribution methods, and inventories; (v) the terms of any agreement, including this Agreement, and the discussions, negotiations and proposals related to any agreement; and (vi) information acquired during any tours of or visits to any of the Disclosing Party’s facilities.

3. Standard of Care. The Receiving Party shall maintain the Confidential Information in strict confidence and shall protect Confidential Information received pursuant to this Agreement by using the same standard of care which it uses to protect and safeguard its own Confidential Information of a like nature, but no less than a reasonable degree of care, to prevent the unauthorized use, disclosure, dissemination, or publication of the Confidential Information.
4. Restrictions on Use and Disclosure. The Receiving Party agrees to use the Confidential Information solely for the Purpose, and not for its own purpose or benefit or for the benefit of any third party. The Receiving Party shall only disclose Confidential Information to employees who have a need to know such Confidential Information in order to fulfill the Purpose. The Receiving Party shall not decompile, disassemble, or reverse engineer all or any part of the Confidential Information. The Receiving Party is responsible for breaches of this Agreement by persons to whom it discloses Confidential Information received hereunder.
5. Exceptions to Confidential Information. This Agreement shall not impose any obligation upon the Receiving Party with respect to information which the Receiving Party can establish by documentary or other competent evidence: (a) is or becomes generally available to the public through no fault of the Receiving Party; (b) was rightfully in the possession of the Receiving Party prior to its receipt from the Disclosing Party; or (c) is disclosed with the prior written consent of the Disclosing Party.
6. Required Disclosures of Confidential Information. In the event that Receiving Party is requested or required by legal action to disclose any of the Disclosing Party’s Confidential Information, the Receiving Party will provide the Disclosing Party with prompt written notice of such request so that the Disclosing Party may seek a protective order or other appropriate relief. The Receiving Party shall fully assist the Disclosing Party in its efforts to resist, narrow, or eliminate the need for the requested disclosure. If disclosure is nonetheless required, the Receiving Party shall only furnish that portion of the Confidential Information which it is advised by its legal counsel must be provided.
7. Period of Confidentiality; Term. The Receiving Party shall be obligated to protect the Confidential Information received pursuant to this Agreement until such time that the Confidential Information becomes publicly known and made generally available through no action or inaction of the Receiving Party. This Agreement will remain in effect until such time it is terminated by a Party upon written notice. Upon termination of this Agreement, the Receiving Party shall immediately cease all use of the Disclosing Party’s Confidential Information.
8. Return of Confidential Information. The Receiving Party shall promptly return or, at the Disclosing Party’s option, destroy all copies of Confidential Information at any time upon request by the Disclosing Party or within ten (10) days following the expiration or earlier termination of this Agreement. The Receiving Party shall provide a certification executed by an authorized representative that all such Confidential Information has been returned or destroyed.

If and to the extent the Receiving Party has any notes, analyses, compilations, studies, interpretations, memoranda, photographs, magnetic or electronic media or videotapes, or any other documents prepared by or on behalf of the Receiving Party that contain, reflect or are based upon, in whole or in part, any Confidential Information provided by the Disclosing Party pursuant to this Agreement, then the Receiving Party shall redact, erase, delete or destroy such documents so that the Confidential Information is no longer accessible.

9. Defend Trade Secrets Act. Receiving Party is advised that pursuant to the Defend Trade Secrets Act an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and (ii) solely for the purpose of reporting or investigating a suspected violation of law, or (B) is made in a complaint or other document filed in a lawsuit or other proceeding if such filing is made under seal. Further, an individual who files a lawsuit alleging retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual’s attorney and use the trade secret information in the court proceeding if the individual (1) files any document containing the trade secret under seal and (2) does not otherwise disclose the trade secret, except pursuant to court order. Receiving Party understands that any disclosure by Receiving Party of the Company’s trade secrets not done in good faith consistent with the above may subject Company to substantial damages, including punitive damages and attorneys fees.
10. Warranty; License. NO WARRANTIES, EXPRESS OR IMPLIED, ARE MADE BY THE DISCLOSING PARTY UNDER THIS AGREEMENT WITH RESPECT TO THE CONFIDENTIAL INFORMATION, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. ANY INFORMATION IS PROVIDED “AS IS.” All Confidential Information will remain the exclusive property of the Disclosing Party. The Receiving Party acknowledges and agrees that no right or license is granted to the Receiving Party in relation to any part of the Disclosing Party’s Confidential Information or under any patent, copyright or other intellectual property right of the Disclosing Party.
11. No Obligation; No Agency or Partnership. This Agreement shall not obligate either Party to enter into any other business arrangement or agreement with the other Party, and no such obligation shall exist until such time that a separate, written agreement has been executed by both Parties. This Agreement does not create any agency, partnership or joint venture relationship between the Parties.
12. Non-Solicitation. Receiving Party agrees to the following non-solicitation covenants during the term of this Agreement with the Company and for two (2) years after this Agreement is terminated for any reason by either party:
13. Customer Non-Solicitation. Receiving Party shall not, whether directly or indirectly, solicit, communicate with or otherwise contact any of the Company’s customers or actively sought prospective customers, with whom Receiving Party had material contact during the term of Receiving Party’s Agreement with the Company, for the purpose of conducting any business with them which is substantially similar to the business conducted or anticipated to be conducted by the Company during the term of the Receiving Party’s Agreement with the Company. “Material contact” means (a) actual contact with customers—such as through the provision of services or sales visits or calls or video calls —(b) coming to know confidential information about a Company customer—such as by obtaining pricing and sales information, or (c) directing or coordinating other employees.
14. Receiving Party and Employee Non-Solicitation. Receiving Party shall not directly or indirectly solicit or induce—or encourage another entity or person to solicit or induce—any person employed by the Company, or any person retained by the Company as an independent contractor to terminate an employment relationship or contract with the Company or to obtain employment with another entity or person besides the Company.
15. Interference with Business. Receiving Party shall not, whether directly or indirectly, undertake any act with the intent to disrupt, impair or interfere with the business of the Company in any way, whether by way of interfering with or disrupting its relationships with customers, agents, representatives, employees, or suppliers, or otherwise.
16. Non-Competition Provisions.
17. Non-Competition. During Receiving Party’s Agreement, Receiving Party will not,

directly or indirectly, on Receiving Party’s own behalf or on behalf of or in conjunction

with any person, business, firm, Company, or other entity, set up, join, become

employed by, be engaged in, or provide any advice or services to, any enterprise

(including, without limitation, any corporation, limited liability company, partnership,

proprietorship, or other venture) which competes with the Company. Furthermore, for

two years following the termination of Receiving Party’s Agreement, Receiving Party

will not, directly or indirectly, on Receiving Party’s own behalf or on behalf of or in

conjunction with any person, business, firm, company, or other entity, set up, join,

become employed by, be engaged in, or provide any advice or services to, any enterprise

(including, without limitation, any corporation, limited liability, partnership,

proprietorship, or other venture) within any geographic territory and that engages in the

same business as:

(i)      Any business of the Company selling and servicing dental education, training, or coaching: (1) with which Company was actively involved at any time during the term of Receiving Party’s Agreement with Company or (2) about which Company obtained or knew Confidential and Proprietary Information at any time during the term of Receiving Party’s Agreement with the Company.

14. Governing Law. This Agreement shall be construed in accordance with the laws of the state of Florida excluding its conflict of law provisions. The Receiving Party hereby consents to the exclusive personal jurisdiction of such courts, and waives any objection in any such action based on improper venue, inconvenient forum or similar grounds.
15. Equitable Relief. The Receiving Party agrees that in the event of a breach or threatened breach of this Agreement, the Disclosing Party may suffer irreparable harm for which it may not have an adequate remedy at law. Therefore, the Disclosing Party shall have the right to seek injunctive relief to enforce this Agreement, in addition to its other rights or remedies which may be available at law or in equity.
16. Binding Arbitration. Company and Receiving Party agree to resolve through final and

binding arbitration any and all claims, disputes, or controversies that could otherwise be raised in court and that Company and Receiving Party may have against each other including, but not limited to, those Receiving Party may have against Company, its successors and assigns, and all of their affiliates and their respective agents, officers, directors, and/or Receiving Party’s arising out of or relating in any way to the relationship between Receiving Party and Company, Receiving Party’s investor or contractor or employment relationship with Company or based on any public policy, contract, tort, common law or equitable action.  Notwithstanding anything herein to the contrary, if Company elects to seek injunctive relief, Company shall have the power, without waiving this Section to invoke the jurisdiction of any court having jurisdiction for the exclusive purpose of obtaining injunctive relief and related discovery, and if Company elects to do so. Receiving Party hereby waives and agrees not to assert, to the fullest extent permitted by applicable law, any claim that (i) Receiving Party is not subject to the jurisdiction or venue of such courts, (ii) Receiving Party is immune from any legal process issued by such courts, (iii) any litigation or other proceeding commenced in such courts is brought in an inconvenient forum, and (iv) any action by Company to seek injunctive relief or discovery in a court is a waiver of Company’s right to enforce this Section.

(a)      AAA.  Such arbitration shall be held before an arbitrator selected from a list of eleven arbitrators drawn by the American Arbitration Association (“AAA”) from its panel of employment dispute arbitrators.  The parties shall strike names alternately from the list until only one name remains.  The party that did not initiate the claim shall strike first.  The person whose name remains shall be designated the Arbitrator.

(b)     Cost of Arbitration; Prevailing Party.  Company and Receiving Party shall each pay their respective arbitration filing fees; however, Company shall pay any portion of Receiving Party’s filing fee in excess of $150.00.  Company shall bear the administrative costs of the arbitration and the fees and costs of the Arbitrator.  Receiving Party and the Company shall each pay their own attorneys’ and consultants’ fees and costs, if any.  The Arbitrator may, however, award reasonable attorneys’ and consultants’ fees to the prevailing party in accordance with this Section to the extent permitted by applicable law.

(c)      Location.  Such arbitration shall be held in Okaloosa, Florida metropolitan area and be administered by the AAA pursuant to the AAA’s Commercial Arbitration Rules and Mediation Procedures.  A copy of the AAA Commercial Arbitration Rules and Mediation Procedures may be downloaded from www.adr.org/Rules.  In any arbitration held pursuant to this Section, the parties shall be entitled to any remedy that would have been available in court.  This Section, and to the extent required, this Agreement, shall be governed by and enforced in accordance with the Federal Arbitration Act (the “FAA”).  The Arbitrator must issue a written award and decision, which may be enforced in accordance with the FAA.

(d)     Excluded Claims.  Claims not covered by this Section XIII are: (i) claims for workers’ compensation or unemployment compensation benefits; (ii) claims based upon Company’s stock option plans, if any, or based upon Company’s Receiving Party pension and/or welfare benefit plans, if any, if those plans contain some form of a grievance, arbitration or other procedure for the resolution of disputes under the plan; and (iii) claims that, by federal law may not be subject to mandatory pre-dispute arbitration, such as certain claims under the Dodd-Frank Wall Street Reform Act, a charge of discrimination filed with the Equal Employment Opportunity Commission or a complaint filed with the National Labor Relations Board.  Further, nothing in this Section limits either party’s right to apply to a court of competent jurisdiction for any provisional remedy pending the completion of arbitration consistent with applicable law.

(e)      Limitations.  Neither Company nor Receiving Party shall be entitled to (i) join or consolidate claims in arbitration by or against other Receiving Parties; (ii) arbitrate any claim against the other party as a representative proceeding or join as a member of an alleged class action or collective action; or (iii) arbitrate any claim in a private attorney general capacity. The arbitrator selected pursuant to this Section, and not any federal, state or local court or agency, shall have the exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability or formation of this Section, including but not limited to, any claim that all or any part of this Section is void or voidable, except any determination as to the enforceability of the multi-party, class, collective and representative action waiver in this Section shall be made solely by a court and not the arbitrator.

17. Miscellaneous. This Agreement is the entire agreement between the Parties with respect to the subject matter hereof and supersedes any prior agreement or communications between the Parties, whether written or oral. This Agreement may be modified only by a written amendment signed by an authorized representative of both Parties. No waiver of any term or right in this Agreement shall be effective unless in writing, signed by an authorized representative of the waiving Party. If any provision of this Agreement is held invalid under any applicable law, such invalidity will not affect any other provision of this Agreement that can be given effect without the invalid provision.
18. This Agreement may be executed in counterparts, each of which shall be deemed an original, and of which together shall constitute one and the same instrument. This Agreement may be delivered by facsimile transmission, e-mail or other means of electronic communication capable of producing a printed copy and all signatures shall be treated as original signatures for all applicable purposes. All notices of request, demand and other communications hereunder shall be addressed to the parties as listed below.
19. The Parties warrant and represent that the person executing this Agreement is duly authorized to execute this Agreement and to bind the Party to the terms and conditions contained herein.

 

Pro-Trend Inc. d/b/a www.dontassdds.com

By:

Name:         Dr. Linda Thornton, President