MUSIC TOGETHER®
NONDISCLOSURE AGREEMENT
THIS NON-DISCLOSURE AGREEMENT (this "Agreement") is made effective as of the acceptance by Participant, between Music Together, LLC ("MTLLC"), a limited liability company with a business address at 225 Hopewell Pennington Road, Hopewell, NJ 08525, and the undersigned "Participant".
WHEREAS, Participant has requested to attend the MTLLC Music Together In School Training (the "Training") for purposes of learning about early childhood music education and in order to become eligible as a Music Together In School Specialist ("Specialist")*;
WHEREAS, during the Training, Participant has and/or will have, access to certain information concerning the MTLLC's programs and business, including, but not limited to, unpatented inventions, trade secrets, know-how and other confidential intellectual property, along with songs, chants, methods, lesson-plan design, choreography, song arrangements, logos, graphics, recordings, strategies, programs, processes, and other subject matter pertaining to the foregoing (herein referred to, without exclusion, as "Confidential Information"); and
WHEREAS, the Participant acknowledges that the Confidential Information is the valuable and confidential property of MTLLC and that disclosure of the Confidential Information or any portion thereof to others would cause irreparable injury and loss to MTLLC;
NOW THEREFORE, MTLLC and Participant, in consideration of the Training and for other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, agree among themselves as follows, and incorporate in their agreement the recitals above:
1. Participant acknowledges that the Confidential Information, in any manner, whether in the form of written documentation, oral disclosures, disclosures made by visual observation, or disclosures in electronic form, is the exclusive property of MTLLC and is being given to Participant solely to enable Participant to meaningfully participate in the Training.
2. Participant agrees that it shall not: (i) utilize for his/her advantage or profit, or for any purpose detrimental to MTLLC, any such Confidential Information; (ii) furnish, divulge or disclose (without MTLLC's prior written consent) any Confidential Information to any other person, partnership, limited liability company, corporation or other entity; (iii) reproduce, divulge, plagiarize, appropriate, market, resell, modify, or exploit the Confidential Information; or (iv) utilize the Confidential Information or information provided at the Training to develop or create any competitive or derivative programs and/or content, or trainings.
3. Upon the request of MTLLC, Participant shall immediately return to MTLLC all electronic files, programs, writings, documents, discs, and copies containing or relating to the Confidential Information, in any form whatsoever broadly construed, without retaining a copy thereof or extract therefrom.
4. Participant shall indemnify and hold harmless MTLLC and its subsidiaries, parents, shareholders, officers, directors, agents and employees, from and against any and all liability, loss, damage, cost (including attorney's fees, accountant fees, costs of suit and court costs) and loss of profits from or related to a breach of this Agreement by Participant. It is further understood and agreed that money damages would not be a sufficient remedy for any breach of this Agreement by Participant, and that MTLLC shall be entitled to specific performance and injunctive or other equitable relief as a remedy for any such breach, and Participant further agrees to waive any requirement for the securing or posting of any bond in connection with such remedy. Such remedy shall not be deemed to be the exclusive remedy for Participant’s breach of this Agreement, but shall be in addition to all other remedies available at law or in equity to MTLLC.
5. Nothing contained herein shall be construed as granting or conferring upon Participant any rights by license or otherwise in any Confidential Information. In order to utilize the Confidential Information after the Training, all individuals and organizations/entities must either apply and be approved for a Music Together In School license to use the Confidential Information or otherwise be hired as a teacher for a Music Together In School licensee. MTLLC grants nonexclusive trademark licenses to individuals and organizations who apply and qualify, in MTLLC's sole discretion, for licensure. For the avoidance of doubt, the Music Together In School Training only authorizes participants to become eligible to teach the Music Together In School Curriculum as a Music Together In School Specialist when accompanied with a school that has an active Music Together In School License. In order to be eligible to teach the Music Together curriculum outside of a school setting, Participants will need to take and pass the 3-day Music Together Teacher Training Workshop and either have a Music Together Independent Center License or become a Registered Teacher for a licensed center.
6. No failure or delay by MTLLC in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege operate as a waiver thereof. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of MTLLC and Participant. MTLLC may assign this Agreement without the consent of Participant. Participant may not assign any of his/her/its rights or obligations under this Agreement without the prior written consent of MTLLC.
MTLLC shall have the right and option to enforce the terms of this Agreement based upon either Sections 7 or 8 as MTLLC so determines and Participant agrees to such as determined by MTLLC:
7. This Agreement shall be interpreted and governed by the laws of the State of New Jersey, notwithstanding any conflict of laws rules. Any dispute arising under this Agreement shall be adjudicated exclusively in the state or federal courts sitting or having jurisdiction in Mercer County, New Jersey, USA and Participant and MTLLC each irrevocably consent to the jurisdiction of such courts and each hereby waives any venue objections it may have to adjudicating disputes in such courts.
8. This Agreement shall be interpreted and governed by the laws of the State of New Jersey, notwithstanding any conflict of laws rules. Any dispute, controversy or claim arising out of, relating to, or in connection with this Agreement, including the formation, interpretation, breach or termination thereof, including whether the claims asserted are arbitrable, will be submitted to the International Court of Arbitration of the International Chamber of Commerce and shall be finally determined by arbitration in accordance with the Rules of Arbitration of the International Chamber of Commerce ("Rules"). The arbitrator shall have the right to issue or award injunctions as part of the arbitration process. The arbitration shall be conducted and resolved by one (1) arbitrator appointed by the Rules. The place of arbitration will be New York, New York, United States. The language to be used in the arbitration proceedings, including the award, shall be in American English. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof and the award shall be final and binding on the parties and may be entered and enforced in any court having jurisdiction.