Disclosing Party: Myrddin Corporation, doing business as PSYCH-K® Centre International, represented by Raes Williams, Owner (“Myrddin Corporation” or “Disclosing Party”)
Receiving Party: (“Translator” or “Receiving Party”)
Effective Date:
This Non-Disclosure Agreement (the “Agreement”) is entered into between Myrddin Corporation and the Translator in connection with translation services to be provided by the Translator for materials belonging to PSYCH-K® Centre International (the “Engagement”).
- PURPOSE
The Receiving Party has been engaged to provide translation services for materials belonging to PSYCH-K® Centre International (Myrddin Corporation). In the course of providing such services, the Receiving Party will have access to confidential materials, including but not limited to scripts, presentations, recordings, written content, and any other proprietary materials related to PSYCH-K® (collectively, the “Confidential Information”). This Agreement is intended to protect the Disclosing Party’s rights in such Confidential Information.
- DEFINITION OF CONFIDENTIAL INFORMATION
“Confidential Information” means all information, materials, and content disclosed by the Disclosing Party to the Receiving Party in connection with the Engagement, in any form or medium, whether oral, written, electronic, or otherwise, including but not limited to:
(a) event scripts, workshop and course materials, speaker notes, and presentation materials;
(b) training content, methodologies, and techniques related to PSYCH-K®;
(c) internal communications, organizational information, and strategic plans;
(d) audiovisual materials, recordings, and any derivative works;
(e) any other information that the Disclosing Party designates as confidential or that, by its nature, a reasonable person would understand to be confidential.
- INTELLECTUAL PROPERTY AND COPYRIGHT
The Receiving Party acknowledges and agrees that all Confidential Information, including all translations produced by the Receiving Party under this Agreement, is and shall remain the exclusive intellectual property of Myrddin Corporation. PSYCH-K® is a registered trademark of Myrddin Corporation. All content related to PSYCH-K® is protected by applicable United States and international copyright laws.
The Receiving Party shall have no ownership rights, license rights, or any other intellectual property rights in or to the Confidential Information or any translations thereof, except as expressly authorized in writing by the Disclosing Party. Any translation work product produced by the Receiving Party in connection with this Agreement shall be deemed a “work made for hire” and shall vest exclusively in Myrddin Corporation upon creation.
- OBLIGATIONS OF THE RECEIVING PARTY
The Receiving Party agrees to:
(a) keep all Confidential Information strictly confidential and not disclose it to any third party without the prior written consent of the Disclosing Party;
(b) use the Confidential Information solely for the purpose of providing translation services for the PSYCH-K® materials specified by the Disclosing Party;
(c) not reproduce, copy, distribute, publish, or otherwise disseminate the Confidential Information in any form, in whole or in part, without the prior written authorization of the Disclosing Party;
(d) not use the Confidential Information for any personal, commercial, or other purpose not expressly authorized by this Agreement;
(e) protect the Confidential Information with at least the same degree of care used to protect the Receiving Party’s own confidential information, and in no event less than reasonable care;
(f) promptly notify the Disclosing Party in writing upon becoming aware of any actual or suspected unauthorized disclosure or use of the Confidential Information.
- TERM AND SURVIVAL
The obligations set forth in this Agreement shall commence on the date of signing and shall remain in full force and effect indefinitely, with no expiration date. The Receiving Party’s duties of confidentiality shall survive the termination of any engagement or business relationship between the Parties.
- RETURN OR DESTRUCTION OF MATERIALS
Upon the written request of the Disclosing Party, or upon completion of the translation services, the Receiving Party shall promptly return or destroy all Confidential Information and any copies thereof in the Receiving Party’s possession or control, in any format or medium, and shall certify such destruction or return in writing upon request.
- REMEDIES
The Receiving Party acknowledges that any breach or threatened breach of this Agreement would cause irreparable harm to the Disclosing Party for which monetary damages alone would be an inadequate remedy. Accordingly, the Disclosing Party shall be entitled to seek equitable relief, including injunctive relief and specific performance, without the necessity of proving actual damages or posting any bond, in addition to all other remedies available at law or in equity.
- GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by and construed in accordance with the laws of the State of New Mexico, United States of America, without regard to its conflict of law principles. Any dispute arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in the State of New Mexico.
- ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, and understandings, whether written or oral, relating to such subject matter. This Agreement may not be amended or modified except by a written instrument signed by both Parties.
- SEVERABILITY
If any provision of this Agreement is found to be invalid, illegal, or unenforceable under applicable law, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions of this Agreement shall continue in full force and effect.
- WAIVER
No failure or delay by the Disclosing Party in exercising any right under this Agreement shall operate as a waiver of such right. Any waiver must be in writing and signed by an authorized representative of the Disclosing Party.
SIGNATURES
By signing below, the Parties agree to be bound by the terms and conditions of this Non-Disclosure Agreement.
The Myrddin Corporation, LLC.
Raes M. Williams, President
Translator:
Email:
