Confidentiality and Non-Disclosure Agreement
This agreement is made this day by and between JFK Slot Hits, LLC., a limited liability company doing business on the world wide web as www.JFKSlothits.com (hereinafter JFK), and the Customer.
Whereas JFK will provide Customer with trade secrets and confidential information learned from the playing and studying of slot machines, therefore, in consideration of the information to be provided by JFK to the Customer and the mutual promises and understandings in this document, the parties agree as follows:
- The term “confidential information” shall mean technical and other information, including books, logs, charts, studies, plans, schedules, and statistical information that may be provided or disclosed to the Customer by JFK, or acquired directly or indirectly from JFK.
- “Trade secret” means information, without regard to form, including, but not limited to, technical or non-technical data, a formula, a pattern, a compilation, a program, a device, a method, a technique, a drawing, a process, financial data, financial plans, product plans, or a list of actual or potential customers or suppliers, which is not commonly known by or available to the public, and which information: (A) Derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and (B) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.
- For purposes of this Agreement, Trade Secrets and Confidential Information shall not include information that:
- Is now generally available to the public;
- Can be demonstrated by the written records of Customer that Customer was rightfully in the possession prior to disclosure to Customer by JFK;
- Is independently developed by Customer without the use of any Trade Secrets and Confidential Information provided by JFK;
- Can be rightfully obtained by Customer from a third party without restriction and without breach of this Agreement who has the right, without obligation to JFK, to transfer or disclose such information;
- Is disclosed in the use, sale, or other distribution of any present or future product or service produced by, for, or under authorization of JFK.
- Customer shall hold in complete confidence and shall not permit any third party to disclose, publish, or reveal any Confidential Information or Trade Secrets without the express consent of JFK.
- Customer shall not, and shall not permit, any third party to copy, photograph, photocopy, alter, modify, disassemble, reverse engineer, or in any other manner reproduce any materials containing or constituting Confidential Information and/or Trade Secrets without the prior written consent of JFK. Customer shall not engage in any online behavior that is, in the opinion of JFK, detrimental to the purposes of the website, that being to assist customers who play slots develop techniques, strategies, and recognition so as to improve the opportunity to win. A customer deemed to be engaging in detrimental behavior will be terminated from the website and refunded dues on a pro-rata basis.
- Customer shall use Confidential Information and/or Trade Secrets only in connection with the purpose of amusement. Except as otherwise herein provided, Customer shall not disclose Confidential Information and/or Trade Secrets without obtaining JFK’s written consent. If such disclosure occurs before obtaining JFK’s written consent, Recipient shall promptly notify JFK through the website of any items of Confidential Information and/or Trade Secrets used or disclosed in violation of this Agreement.
- The term of this Agreement shall begin on the date of this Agreement as set forth above and shall end five (5) years from said date.
- JFK hereby retains its entire right, title, and interest in and to all Confidential Information, Trade Secrets, and all copyright, trademark, patent, and trade secret and other proprietary rights therein, and nothing in this Agreement shall be construed to transfer or convey such right, title, or interest to Customer.
- Nothing in this agreement shall be construed to obligate JFK to disclose any Confidential Information and/or Trade Secrets to Customer, or to preclude JFK from disclosing any Confidential Information and/or Trade Secrets to any third party. JFK MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH RESPECT TO THE CONFIDENTIAL INFORMATION AND TRADE SECRETS UNDER THIS AGREEMENT, AND HEREBY DISCLAIMS ALL IMPLIED WARRANTIES.
- JFK shall be under no obligation to keep as confidential any information or materials that Customer voluntarily discloses in connection with this Agreement.
- The Confidential Information and/or Trade Secrets have been developed or obtained by the investment of significant time, effort, and expense by JFK, and the knowledge obtained provides JFK with a significant competitive advantage over others in the business of advising individuals on how to succeed in playing slots. Accordingly, if the Customer fails to perform any of its obligations hereunder, or otherwise fails to comply with any terms or conditions hereof, JFK will suffer immediate, irreparable harm for which monetary damages are not adequate compensation. Accordingly, JFK shall be entitled, in addition to any other remedies available to it in law or equity, to injunctive relief to specifically enforce the terms of this Agreement. It is further understood and agreed that no failure or delay by JFK in exercising any right, power, or privilege hereunder shall operate as a waiver hereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power, or privilege hereunder.
- This Agreement sets forth the entire understanding and agreement between the parties. This Agreement may only be amended or modified by a writing signed in advance by the parties.
- If any provision of this Agreement is held to be unenforceable, such provision shall be eliminated or limited to the minimum extent such that the legality, validity, and enforceability of the remaining provisions will not be affected or impaired.
- If any litigation is brought by either party regarding the interpretation or enforcement of this Agreement, the prevailing party will recover from the other all costs, attorney’s fees, and other expenses incurred by the prevailing party.
- Each of the parties to this agreement unconditionally waives its rights to a jury trial of any claim or cause of action based upon or arising out of this agreement and/or relationship that is being established between the parties by this agreement. The scope of this waiver is intended to be all-encompassing of any and all disputes that may be filed in any court. This waiver is irrevocable, meaning that it may not be modified either orally or in writing.
- This agreement will be governed by and construed in accordance with the laws of the State of Georgia, without regard to the conflict of laws or provisions therein.
By checking Agree I acknowledge that this is an electronic agreement and that I have read and accept the membership terms stated in the agreement, including confidentiality and trade secret policies, that by providing the necessary information to allow JFK to receive payment for my membership I am waiving the need for my actual signature. I also acknowledge I am at least 21 years of age.