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Training Materials Confidentiality and Non-Disclosure Agreement
This Confidentiality and Non-Disclosure Agreement (“Agreement”) is made on and effective of the date executed by the undersigned (“Effective Date”), by and between NCM Associates, Inc. and their associated businesses (“NCM”) and the undersigned, both individually and on behalf of the undersigned’s employer, employees, associates, or assigns, (the “Recipient”) (collectively referred to as the “Parties”).
By executing this agreement, the Recipient acknowledges that all documents including, but not limited to, forms, processes, systems, flowcharts, books, outlines, spreadsheets and any other items whether distributed in a tangible form, electronic or machine-readable form, or visually displayed (the “Materials”) provided by NCM are proprietary and copyrighted works of NCM who holds all rights, title, and interest to the Materials. This Agreement also covers any Materials which may later be distributed by NCM to the Recipient in the future because of the relationship between the Parties. Recipient may receive copies of the Materials from NCM and may retain those copies, however, Recipient and Recipients’ employer, employees, organization, business, associates or assigns does not have the right to copy, duplicate, replicate, divulge, or disclose the Materials, or any portion of the Materials. By executing this Agreement, Recipient hereby understands that Recipient, and anyone acting on or for Recipient’s behalf, shall be liable for all damages that may arise from Recipient’s unauthorized use, duplication, replication, or disclosure of the Materials under the laws of Missouri and Title 17 of the United States Code (Copyright Law of the United States).
The Recipient is hereby granted the limited license to create single page blank versions of hand-completed worksheets that form part of the Materials solely for the Recipient to use in their retail business. (“Limited License”)
In exchange for receipt of any information offered by NCM including, but not limited to, the Materials, membership in the group created by NCM, the Limited License and for other good and valuable consideration, Recipient hereby agrees to preserve and strictly protect the confidentiality and non-disclosure of the Materials, including the mere existence of this Agreement or the discussions surrounding this Agreement, and all physical and electronic forms thereof, whether disclosed to Recipient in writing, visually, or orally, using the same degree of care or better that Recipient uses to protect its own confidential and proprietary information (but not less than reasonable care). In addition, Recipient shall not sell, trade, publish, or otherwise disclose or disseminate the Materials to any third party in any manner whatsoever, including by means of photocopy, reproduction, or electronic media, without NCM’s express prior written consent which may be withheld for any reason. Should Recipient wish to duplicate or reproduce any of the Materials electronically, Recipient must request permission from NCM in writing by contacting NCM at info@ncmassociates.com.
If Recipient does not receive a response from NCM in ten (10) business days, Recipient’s request is denied. By executing this Agreement, Recipient hereby understands that Recipient, and anyone acting on or for Recipient’s behalf, shall be liable for all damages that may arise from Recipient’s unauthorized disclosure of the Materials or actions that are prohibited by this Agreement.
This Agreement also specifically prohibits Recipient from saving, uploading, scanning into, or any other way of providing the Materials to an Artificial Intelligence or Large Language Model program (“AI Program”) whereby the AI Program could learn, replicate, duplicate, synthesize, or use the Materials. This prohibition applies to Recipient’s direct use of an AI Program, as well as Recipient’s indirect use of an AI Program, such as by providing the Materials to a service that uses an AI Program.
Notice for Non-Retail Attendees
(including, but not limited to, Manufacturers, Distributors, CPAs, Trainers, Consultants, Associations):
As a representative of one of the Non-Retail Attendees, which are not the retail product-based type of business that is the subject of NCM training, Recipient specifically agrees that the Materials are not to be used as part of any training, presentation, consulting service, or for any other purpose within Recipient’s business or with Recipient’s clients or dealers without NCM’s prior written consent and/or licensing arrangements by contacting NCM at info@ncmassociates.com.
If Recipient does not receive a response in writing from NCM in ten (10) business days, Recipient’s request is deemed denied.
This Agreement shall be governed by the laws of the State of Missouri without regard to its conflict of laws principles. The Parties agree that any claims and disputes that arise from this Agreement, the Materials (including use thereof), and any negotiations between the Parties, which cannot be resolved through direct negotiation or mediation between the Parties, shall be submitted to litigation to be conducted exclusively in the Circuit Court Jackson County, Missouri. All Parties hereby agree to waive their right to a trial by jury. By executing this Agreement, Recipient hereby waives Recipient’s right to challenge personal jurisdiction.