The World of Code NDA & Non Circumvent Agreement

CONFIDENTIALITY Agreement

Mutual Non Disclosure Agreement and Non Compete Agreement
(DISCLOSURES BY The World of Code)

This Agreement is made and entered into, as of (“Effective Date posted above”) first before written, by and between The World of Code, a Gilbert, AZ (“ the Company”), having a principal place of business at: 929 N VAL VISTA Drive C109, GILBERT AZ 85234, United States of America whose Principals are JP D’Zahr Co-owner of The World of Code and……… (“ the Recipient”) Posted and Referred to above

Definition of Confidential Information. “Confidential Information” means (a) any technical and non -technical information related to the Company’s business and current, future and proposed products and services of the Company, including and without limitation, information concerning research, development, design details and specifications, financial information, procurement requirements, engineering and manufacturing information, customer lists, business forecasts, sales information, marketing plans and business plans and (b) any information that may be made known to the Recipient and which the Company has received from others that the Company is obligated to treat as confidential or proprietary, whether or not marked as confidential.

Clause 1: Non-disclosure and Non-use Obligations
The Recipient will not use, disseminate or in any way disclose any Confidential Information to any person, firm or business, except to the extent necessary for the purpose described above the signatures namely called (Description of Discussions & Presentations) to this Agreement (the “Purpose”). Furthermore, the Recipient may not disclose the existence of any negotiations, discussions or consultations in progress between the parties to any form of public media without the prior written approval of the Company. The Recipient shall treat all Confidential Information with the same degree of care as the Recipient accords to the Recipient’s own confidential information, but not less than reasonable care. The Recipient shall disclose Confidential Information only to those of its employees who have a need to know such information to assist Recipient with respect to the Purpose. The Recipient certifies that each such employee will have agreed, either as a condition of employment or in order to obtain the Confidential Information, to be bound by terms and conditions substantially similar to those terms and conditions applicable to Recipient under this Agreement. The Recipient shall immediately give notice to the Company of any unauthorized use or disclosure of the Confidential Information. The Recipient shall assist the Company in remedying any such unauthorized use or disclosure of the Confidential Information.

Clause 2: Exclusions from Non-disclosure and Non-use Obligations
The Recipient’s obligations under clause (“Non-disclosure and Non-use Obligations”) shall not apply to any Confidential Information that the Recipient can document (a) was in the public domain at or subsequent to the time such Confidential Information was communicated to the Recipient by the Company through no fault of the Recipient; (b) was rightfully in the Recipient’s possession free of any obligation of confidence at or subsequent to the time such Confidential Information was communicated to the Recipient by the Company; or (c) was developed by employees, contractors or agents of the Recipient independently of and without reference to any Confidential Information. A disclosure of any Confidential Information (a) in response to a valid order by a court or other governmental body or (b) as otherwise required by law shall not be considered to be a breach of this Agreement or a waiver of confidentiality for other purposes; provided, however, that the Recipient shall provide prompt prior written notice thereof to the Company to enable the Company to seek a protective order or otherwise prevent such disclosure.

Clause 3: Non-disclosure and Non-competition
At all times while this agreement is in force and after its expiration or termination, the Recipient agrees to refrain from disclosing The World of Code partners and customer lists, trade secrets, or other confidential material. The Recipient agrees to take reasonable security measures to prevent accidental disclosure and industrial espionage. While this agreement is in force, the Recipient agrees to use its best efforts to abide by the non-disclosure and non-competition terms of this agreement. During the term of this agreement and after expiration or termination of this agreement, the Recipient agrees not to compete or form partnerships with The World of Code architects, partners, or client(s) for a period of 5 years. Compete means contacting The World of Code architects, partners, investors, associates, or clients for the business of Architectural Design services, computer animations, digital renderings, construction blue prints and master planning sites. The Recipient agrees to pay liquidated damages in the amount of 10% of the gross purchase/sale price for each violation of the covenant not to compete, contained in this paragraph.

Clause 4: Non-Circumvent
Neither Party shall directly or indirectly circumvent the other with respect to any Project or Contact introduced to such Party (the “Receiving Party”) by the other (the “Introducing Party”). No Receiving Party shall enter into any agreement with respect to a Project introduced by the Introducing Party, or with any of the Introducing Party’s Contacts, without the Introducing Party’s express written permission, which permission may be withheld for any reason or for no reason. In the event that a Receiving Party would like to (i) further develop a Project, or (ii) pursue any transaction or other relationship with a Contact, (in each case if such Project or Contact was introduced by the Introducing Party) then the Introducing Party must approve (which approval may be withheld for any reason or no reason) each agreement with respect to the development or pursuit of each Project, transaction or relationship with such Contact, prior to the Receiving Party’s proposing such agreements. In the event that the Introducing Party permits the Receiving Party to contact any of its Contacts, then the Receiving Party agrees that it will copy the Introducing Party on all written communications, including those accomplished by electronic mail, and shall send the Introducing Party a written summary of all oral communications with any Contact within 24 hours of such oral communication. During the term of this agreement and after expiration or termination of this agreement, the Recipient agrees not to circumvent or form partnerships with The World of Code architects, partners, or client(s) for a period of 5 years. Circumvent means hiring The World of Code architects, partners, investors, associates, or clients for the business of Architectural Design services, computer animations, digital renderings, construction blue prints and master planning sites. The Recipient agrees to pay liquidated damages in the amount of 10% of the purchase price for each violation of the covenant not to circumvent, contained in this paragraph.

Clause 5: Ownership and Return of Confidential Information and Other Materials
All Confidential Information, and any Derivatives (defined below) thereof, whether created by the Company or the Recipient, shall be the property of the Company and no license or other rights to Confidential Information or Derivatives is granted or implied hereby. For purposes of this Agreement, “Derivatives” shall mean: (a) for copyrightable or copyrighted material, 3D Design, Cad design, blue prints, any source digital design files, any translation, abridgment, revision or other form in which an existing work may be recast, transformed or adapted; (b) for patentable or patented material, any improvement thereon; and (c) for material protected by trade secret, any new material derived from such existing trade secret material, including new material that may be protected under copyright, patent and/or trade secret laws. The Recipient hereby does and will assign to the Company all of the Recipient’s rights, title in interest and interest in and to the Derivatives. All materials (including, without limitation, documents, drawings, papers, diskettes, tapes, models, apparatus, sketches, designs and lists) that the Company furnishes to the Recipient (whether or not they contain or disclose Confidential Information) are the property of the Company. Within five (5) days after any request by the Company, the Recipient shall destroy or deliver to the Company, at the Company’s option, (a) all such Company-furnished materials and (b) all materials in the Recipient’s possession or control (even if not Company-furnished) that contain or disclose any Confidential Information. The Recipient will provide Company a written certification of the Recipient’s compliance with the Recipient’s obligations under this Clause.

Clause 6: Ownership of Intellectual Property
The Recipient agrees that all designs, plans, 3D Design, Cad design, blue prints, any source digital design files, reports, specifications, drawings, schematics, prototypes, models, inventions, and all other information and items made by The World of Code during the course of this Agreement and arising from the services shall be and are assigned to the Company as its sole and exclusive property. At the Company’s request, the Recipient agrees to assist the Company, at Company’s expense, to obtain copyrights and/or trademarks for such property, including the disclosure of all pertinent information and dates, the execution of all applications, specifications, oaths, assignments, and all other instruments and papers which the Company shall deem necessary to apply for and assign to both the Company and the Recipient, its successors and assignees or nominees, for the joint and exclusive right, title, and interest in such property.

The written, printed, graphic, or electronically recorded materials furnished by the Company for use by the Recipient are Proprietary Information and the property of the Company. Proprietary Information includes, but is not limited to, marketing networks, software driven subscriber delivery systems, the publishing promotional information the Web, including the manner in which the information is arranged or categorized, and designed for distribution.

The Recipient will maintain in confidence and will not, directly or indirectly, disclose or use, either during or after this term of this Agreement, any Proprietary Information or confidential information or know-how belonging to the Company, whether or not it is in written or permanent form, except to the extent necessary to perform services for the Recipient.

The Recipient shall not during the term of this Agreement and for a period of FIVE (5) year immediately following the termination of this Agreement, or any extension of it, for any reason, either directly or indirectly: a) call on, solicit, or take away any of the Company’s partners, associates and customers or potential customers about whom the Recipient became aware as a result of the Company’s services to the Recipient either for the Recipient or for any other person or entity; or b) solicit, take away, or attempt to take away any of the Company’s employees, investors, partners, associates or other Recipients either for the Recipient or any other person or entity.

Clause 7: No Warranty
All Confidential Information is provided “AS IS” and without any warranty, express, implied or otherwise, regarding such Confidential Information’s accuracy or performance.

Clause 8: No Export
The Recipient will not acquire any proprietary data acquired by the Company other than sales data from actual customers, the Recipient acquires, pursuant to this Agreement or any product utilizing any such proprietary data.

Clause 9: Term
This Agreement shall govern all communications from the Company to the Recipient that are made from the Effective Date to the date on which either party receives from the other party written notice that subsequent communications shall not be so governed; provided, however, that the Recipient’s obligations under Clauses relating to Non-disclosure, Non-Compete, and Non-use Obligations shall continue in perpetuity with respect to Confidential Information of the Company that the Recipient has previously received unless such obligations no longer apply pursuant to the Clause (Exclusions from Non-disclosure and Non-use Obligations).

Clause 10: No Assignment
The Recipient shall not assign or transfer any rights or obligations under this Agreement without the prior written consent of the Company.

Injunctive Relief. A breach of this Agreement may cause irreparable and continuing damage to Company for which money damages are insufficient, and the Company shall be entitled to injunctive relief and/or a decree for specific performance, and such other relief as may be proper (including money damages if appropriate).

Clause 11: Notices
Any notice required or permitted by this Agreement shall be in writing and shall be delivered as follows, with notice deemed given as indicated: (a) by personal delivery, when actually delivered; (b) by overnight courier, upon written verification of receipt; (c) by facsimile transmission, upon acknowledgment of receipt of electronic transmission; or (d) by certified or registered mail, return receipt requested, upon verification of receipt. Notice shall be sent to the addresses set forth above or to such other address as either party may provide in writing.

Clause 12: Governing Law
This Agreement shall be governed in all respects by the laws of the United States of America and by the laws of the State of Arizona.

Clause 13: Dispute Resolution
All disputes which may arise related to this Agreement shall be resolved amicably by the parties within 30 days failure to which either party may give notice to the other party of its intention to commence arbitration, and no arbitration in respect of this matter may be commenced unless such notice is given.

Should the Parties fail to resolve any dispute through negotiation, any and all disputes, controversies or differences in opinion and performance of this Agreement shall be finally resolved through arbitration in accordance with the Model Law (UNCITRAL Arbitration Rules) as at present in force (the "UNCITRAL Rules"). Such Dispute shall be submitted to arbitration at the request of a Party, as applicable, upon written notice to that effect to the other Party in accordance with the UNCITRAL Rules.

Such proceedings shall take place in State of Arizona and shall be conducted in the English language.

If a proceeding is commenced to resolve any dispute that arises between the parties with respect to the matters covered by this Agreement, the prevailing party in such proceedings shall be entitled to receive its reasonable attorneys’ fees, expert witness fees and out of pocket costs incurred in connection with such proceeding, in addition to any other relief to which such prevailing party may be entitled.

Clause 14: Severability
If any provision of this Agreement to be illegal, invalid or unenforceable, (a) that provision shall be deemed amended to achieve an economic effect that is as near as possible to that provided by the original provision and (b) the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected.

Clause 15: Waiver and Modification
If the Company waives any term, provision or the Recipient’s breach of this Agreement, such waiver shall not be effective unless it is in writing and signed by the Company. No waiver shall constitute a waiver of any other or subsequent breach by the Recipient. This Agreement may be modified only if authorized representatives of both Parties consent in writing.

Clause 16: Entire Agreement
This Agreement constitutes the entire agreement with respect to the Confidential Information disclosed hereunder and supersedes all prior or contemporaneous agreements concerning such Confidential Information, written or oral.


Acknowledged and Agreed to by

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date above.

Last updated November 08, 2024