Private Invitation

Confidentiality Agreement

This Agreement is made by and between BIZZ-TV (News Channel); Upstart-TV (Reality TV Show), based on Upstart internet business and E-commerce, etc.; Yippykya; YeehaaMusic; YeehaaMovies; YeehaaShopping, etc., (“Disclosing Party”), having it based out of Houston, Texas, and __Don Ramos__ (“Recipient”). 

WHEREAS, Disclosing Party possesses certain confidential and proprietary products, samples, processing information, software, client and vendor information and business and financial information relating to an E-commerce business. 

WHEREAS, Disclosing Party possesses certain processes, process development, and manufacturing information and expertise and other business information;

WHEREAS, each party desires to disclosed to each other certain of its confidential and/or proprietary information (“CONFIDENTIAL INFORMATION”) as they enter into a potential business relationship, and are each willing to give assurances that such CONFIDENTIAL INFORMTION will be maintained in confidence.

NOW, THEREFORE, in consideration of mutual agreements, covenants and promises contained in this Agreement, the parties agree as follows:

  1. The term of this Agreement is for five (5) years from the effective date of this Agreement (defined hereinafter).  CONFIDENTIAL INFORMATION shall be in writing, or when given orally, will be confirmed in writing within thirty (30) days thereafter, and will be marked “CONFIDENTIAL” and refer to the date of the initial disclosure.  Any information submitted hereunder will be marked “CONFIDENTIAL.”
  1. Each party agrees to treat CONFIDENTIAL INFORMATION disclosed to it (or its authorized representatives or agents) with the same degree of care that the receiving party exercises in protecting its own confidential and/or proprietary information and to disclose such CONFIDENTIAL INFORMATION within the receiving party only to those individuals who require such information for performance under the terms of this Agreement. 
  1. Neither party will use CONFIDENTIAL INFORMATION received from the other party other than in connection with the above-described business purpose.
  1. Each party agrees to not disclose any information received from the either party to anyone, including without limitation friends, family, relatives, employers, employees, agents, assigns and representatives.
  1. The commitments/obligations set forth in (1), (2), (3), and (4) above shall not extend to any portion of CONFIDENTIAL INFORMATION that:
    1. Is or becomes known to the public through no act or omission by the receiving party; or
    2. Is already known to the receiving party prior to its receipt, as shown by competent written records of the receiving party; or
    3. Becomes known to the receiving party by disclosure from a third party who has a lawful right to disclose the same; or
    4. Is independently developed by the receiving party without use of the disclosing party’s CONFIDENTIAL INFORMATION.

CONFIDENTIAL INFORMATION shall not be deemed within the foregoing exceptions if such CONFIDENTIAL INFORMATION is specific and merely embraced by more general information in the public domain or in the receiving party possession.

  1. If the receiving party shall receive and order from a court or other governmental authority requiring disclosure of any CONFIDENTIAL INFORMATION, the receiving party shall give the disclosing party the opportunity to defend against such disclosure.  If any disclosure is ordered, the receiving party shall disclose only such of the CONFIDENTIAL INFORMATION as is necessary to meet the requirements of such order.
  1. Neither party will directly or indirectly reveal details of this Agreement to any third party or make any public or private announcements concerning the same.
  1. Acceptance of this Agreement does not carry with it any express or implied license under any rights to patents, trade secrets, know-how or other property of the disclosing party, or any express or implied license to use or commercialize the CONFIDENTIAL INFORMATION described hereunder.
  1. Upon written request of the disclosing party, the receiving party shall, within then (10) business days of such request, return all CONFIDENTIAL INFORMATION of the disclosing party in its possession to the disclosing party, or destroy the same in compliance with applicable laws and regulations.  The disclosing party shall be responsible for the cost of such return or destruction of products.  The receiving party may retain one archival copy of CONFIDENTIAL INFORMATION for legal record purposes.
  1. In the event of a breach of this Agreement by the receiving party, the disclosing party’s exclusive remedy shall be for actual damages and attorney’s fees only, it being agreed by both parties that all liability for incidental or consequential damages are hereby waived.
  1. Amendments or alterations to this Agreement shall be void unless made in writing and signed by both parties.
  1. This Agreement shall be governed by the laws of the State of Texas and venue shall be Harris County, Texas and this Agreement will bind the parties and their successors and assigns; provided that CONFIDENTIAL INFORMATION may not be assigned or transferred without the prior written consent of the disclosing party, such written consent to not be unreasonably withheld.
  1. In further consideration of the terms of this agreement, each party agrees to indemnify and hold harmless the other party, its representatives, agents and assigns from and against any and all claims demands, causes of friction, and/or judgments regarding intellectual or proprietary information or trade secrets regarding the products and processes used or distributed by the parties as a result of the breach of this agreement.
  1. This Agreement constitutes the entire agreement between, Disclosing Party and Recipient, and no representations have been made by either of them excepts as are herein specifically set forth.  No rights or obligations other than those expressly recited herein are to be implied from this Agreement.

Agreement with the foregoing is confirmed by a duly authorized member of management of each party, signing both copies thereof, with one fully executive copy being retained by each party.  The last day of acceptance by both parties shall be the effective date of this Agreement.

I have READ and AGREED with the confidentiality agreement shown above.
By continuing this invitation process, you have assume understanding and agreement with the confidentiality agreement above.

I, Don Ramos, with email address [email protected] at IP address have agreed to accept this invitation.

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