Effective Date: December 20, 2022
When taking part in online sessions, you will have access to information that is confidential and sensitive to the company (“Rain”) who makes such information available to you.
What is Confidential Information
For the purposes of this NDA, (“Confidential Information”) means any information or matter which is not in the public domain and which relates to the Company, its products and services or any of its business contacts, including but not limited to:
A. the existence and terms of this NDA;
B. product and financial information relating to the Company;
C. information that should be regarded as confidential, relating to: the business, affairs, staff, actual or prospective customers, clients, suppliers, plans, intentions, product or service pricing, or market opportunities of the Company or of any affiliate of the Company, any information provided in confidence to the Company by a third party, and the operations, processes, know-how, designs, intellectual property, trade secrets or software of the Company or of any affiliate of the Company or any information developed or created in the course of you taking part in an online session.
Confidentiality Restrictions and Obligations
You undertake that you shall not:
A. use or exploit the Confidential Information in any way except for taking part in the online session with the Company:
B. disclose, give, sell, license, lease or otherwise make available the Confidential Information in whole or in part to any person, organization or entity;
C. copy, reduce to writing or otherwise record the Confidential Information except as strictly necessary in connection with the online session;
D. use the Confidential Information for your own benefit;
E. reverse engineer, or attempt to derive composition or underlying information, structure or ideas of any Confidential Information;
F. use or disclose to any person any matters which may come to your knowledge in the course of taking part in an online session.
No right or license under any trademarks, copyrights, patents, patent applications or in the Confidential Information will be deemed granted by disclosure of the Confidential Information to you.
Current or Future Obligations
Neither party is under any obligation to pursue any transaction or business relationship with the other as a result of your review of the Confidential Information.
Your obligations under this NDA shall terminate five (5) years after the date of this NDA.
Destruction of Confidential Information
All Confidential Information disclosed under this NDA is and shall remain the property of the Company and shall be destroyed by you after the online session.
The Company shall be entitled to pursue equitable relief, including injunctions and specific performance, as a remedy for any breach of this NDA. Such equitable relief shall be in addition to and not exclusive of any other relief to which the Company may be entitled.
No failure or delay in enforcing any right under this NDA will be deemed to constitute a waiver of such right.
Law and Jurisdiction
This NDA shall be governed and construed in accordance with the laws of the United States and any dispute arising out of or in connection therewith shall be subject to the exclusive jurisdiction of the courts of the United States.