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"GuinessGeneral" by GuinessGeneral
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I. The Parties. This Unilateral Non-Disclosure Agreement hereinafter referred to as the "Agreement," effective as of July 15 2023, herein referred to as the "Effective Date," and is between:
Releasor Dylan Skenes (Sprinklesdude)
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and
Recipent Noah Turnet (GuinessGeneral)
II. Confidential Information. The term "Confidential Information" includes, but is not limited to, all information owned by the Releasor and not generally known to the public.
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III. Non-Disclosure. The Recipient agrees that it shall have the obligation to:
a) hold the Confidential Information in the strictest of confidence.
b) not use the Confidential Information for any personal gain or detrimentally to
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the Releasor.
c) Take all steps necessary to protect the Confidential Information from disclosure and to implement internal procedures to guard against such disclosure.
d) Not disclose the fact that the Confidential Information has
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been made available.
e) Not disclose or make available all or any part of the Confidential Information to any person, firm, corporation, association, or any other entity for any reason or purpose whatsoever, directly or indirectly, unless
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and until such Confidential Information becomes publicly available other than as a consequence of the breach by the Recipient of their confidentiality obligations.
IV. Exceptions to Confidential Information.
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The Recipient shall not be restricted from disclosing or using Confidential Information that:
a) was freely available in the public domain at the time it was communicated to the Recipient by the Releasor;
b) subsequently came to the public domain through
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no fault of the Recipient;
c) is in the Recipient's possession free of any obligation of confidence at the time it was communicated to the Recipient by the Releasor.
d) is provided by Recipient in response to a valid order by a court or other
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governmental body, as otherwise required by law; or
e) is approved for release by written authroization of an officer or representative of the Rleasor.
V. Use or Disclosure of Confidential Information. Recipient shall only
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use the Confidential Information as directed by the Releasor and not for its own purposes or the purposes of any party.
VI. Notice of Disclosure. In the event that the Recipient receives a request or is required (by deposition,
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interrogatory, request for documents, subpeona, civil investigative demand or similar process) to disclose all or any part of the Confidential Information, the Recipient agrees, if legally permissible, to a) promptly notify the Releasor of the existance,
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terms, and circumstances surrounding such request or requirement, b) consult with the Releasor on the availability of taking legally available steps to resist or narrow such request or requirement and c) assist the Releasor in seeking
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a protective order or other appropriate remedy; provided, however, that the Recipient shall not be required to take any action in violation of applicable laws. In the event that such protective order or other remedy is not obtained or that the Releasor
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waives compliance with the provisions herof, the Recipient shall not be liable for such disclosure unless disclosure to any such tribunal was caused by or resulted from a previous disclosure by the Recipient not permitted by this Agreement.
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VII. Term. This Agreement, with respect to Confidential Information, will remain in effect for perpetuity.
VIII. Covenants. The parties hereto agree that the covenants, agreements, and restrictions (hereinafter "this covenant") contained
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herein are necessary to protect the business goodwill, business interests, and proprietary rights of the Releasor and that the parties hereto have independently discussed and reviewed this Agreement.
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IX. Authority. This Agreement sets forth the entire Agreement and understanding between the Parties and supersedes all prior oral or written agreements and understandings relating to the subject matter of this Agreement. This Agreement may not be modified
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or discharged, in whole or part, except by consent in writing signed by the Parties.
X. Assignment. This Agreement may not be assigned or otherwise transferred by either party without the prior written consent of the non-transferring party.
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XI. Binding Agreement. This Agreement will be binding upon and inure to the benefit of the parties hereto and each Party's respective successors and assigns.
XII. Severability. In the event that any provision of this Agreement is held
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by a court of competent jurisdiction to be unenforceable because it is invalid or in conflict with any law of any relevant jurisdiction, the validity of the remaining provisions shall not be affected, and the rights and obligations of the parties hereto
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shall be construed and enforced as if the Agreement did not contain the particular provision(s) held to be unenforceable.
XII Authority. Each party hereto represents and warrants that it has the full power and authority to enter into and perform
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this Agreement, and each party knows of no law, rule, regulations, order, agreement, promise, undertaking, or other fact or circumstance which would prevent its full execution and performance of this Agreement.
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XIV. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one and the same agreement.
XV. Execution. IN WITNESS WHEREOF, the Parties
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hereto have executed this Agreement on the undersigned date.
Releasor's Signature: Dylan Skenes
Date: 07/16/2023
Recipient's Signature:
Lord Noah S. Turnet
Date: 07/15/2023