Expert Organizer Confidentiality Agreement
Last Updated: May 17, 2022
GENERAL TERMS OF AGREEMENT
What are my Confidentiality Requirements as a Member of Me In Order?
PLEASE READ THIS CONFIDENTIALITY AGREEMENT BEFORE ACCESSING AND/OR USING THE ME IN ORDER PLATFORM (“PLATFORM”). THIS AGREEMENT AFFECTS YOUR LEGAL RIGHTS AND GOVERNS YOUR ACCESS TO THE PLATFORM.
BY CLICKING THE “AGREE” BUTTON/BOX (OR ANY OTHER MECHANISM PROVIDED), OR BY ACCESSING THE ME IN ORDER PLATFORM, YOU AGREE TO BE BOUND BY THIS AGREEMENT.
PLEASE NOTE: DISPUTES BETWEEN YOU AND ME IN ORDER ARE, WITH LIMITED EXCEPTION, SUBJECT TO BINDING ARBITRATION AND A WAIVER OF CLASS-ACTION AND JURY-TRIAL RIGHTS, AS DETAILED IN THE “ARBITRATION” SECTION BELOW.
This Confidentiality Agreement (this “Agreement”) is between You (“You”, “Your” or “Member”) and Me In Order Communities LLC (“Me In Order” and their affiliates, collectively, the “Company”, “We”, “Us” and “Our”). (Member and Company together are the “Parties” and each “Party”).
You understand that We reserve the right to change, modify, add or remove provisions of this Agreement at any time. You should check this Agreement periodically for changes. After We post any changes to this Agreement or otherwise notify You of such changes, You agree to accept those changes, whether or not You have reviewed them. If You do not agree to this Agreement, You should not use the Me In Order Platform, and You should cancel Your Member Account with Us.
For purposes of this Agreement, the following terms are defined as follows:
“Platform” is defined as assets owned and controlled by Company that includes any content, tools, information, communications or technology in digital, electronic, written, oral, telephonic or other form provided to You in connection with Your Me In Order Membership.
“Company Confidential Information” is defined as any and all information which is possessed by or developed for Company and which relates to Company’s existing or potential business or technology, which information is generally not known to the public, and which information Company seeks to protect from disclosure to its existing or potential competitors or others, and includes, without limitation, for example: business plans, business strategies, business know-how and techniques, the identities and business preferences of Current or Prospective Clients or Vendors, existing or proposed bids, technical developments, customized software, marketing plans, computer programs, compositions, formulas, existing or proposed research projects, information related to Company’s financial condition or results of operations, costs, revenue, pricing, Company-employee compensation, communications between Company employees and attorneys representing Company, financial or business projections, investments, marketing plans, negotiation strategies, terms or Company contracts, training information and materials, information generated for client engagements, and information stored or developed for use in or with computers. Confidential Information also includes information received by Company from others that Company has an obligation to treat as confidential.
“Client Confidential Information” is defined as any information about a client which includes, but is not limited to, that which would indicate their identity, residence or workplace, family life, notoriety, financial status, or any other information that would communicate knowledge of that client.
“Confidential Information” is defined as Company Confidential Information and Client Confidential Information combined.
“Client” or “Clients” is defined as any individual person or any other entity and/or person that purchased or purchases from Company any of its organizing related products or services.
“Prospective Client” is defined as any individual person or any other entity and/or person reasonably expected by Company or Member to purchase from Company any of its organizing related products or services.
“Non-Party” is defined as any Client, competitor, supplier, vendor, or any other person, firm, corporation, or other entity besides Parties and their employees, representatives, and authorized agents.
“Trade Secrets” is defined as all information possessed by or developed for Company, including, without limitation, a compilation, program, device, method, system, technique, formula, pattern, or process to which all of the following apply: (i) the information derives independent 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 (ii) the information is the subject of efforts to maintain its secrecy that are reasonable under the circumstances.
“Vendor” is defined as any individual or entity that provides goods or services to Company.
You acknowledge that during your use of the Platform pursuant to this Agreement, Confidential Information will be disclosed to you and any unauthorized release of such information to any individual or party or for use other than for the purposes of Company could cause wide harm to Company or Client of Company. Therefore, please read this Confidentiality Agreement carefully.
Non-Disclosure of Confidential Information and Trade Secrets
In consideration for Member’s receipt of Confidential Information and Trade Secrets, Company retaining or continuing to retain Member, other benefits conferred while retained, and/or the covenants and promises herein contained, the receipt and sufficiency of which is hereby acknowledged, Member agrees as follows:
- To not disclose Confidential Information or Trade Secrets and to perform all covenants herein faithfully;
- Except as expressly authorized by Company’s prior written permission, during the period of your contract with Company and following termination of your contract for any reason, Member shall not disclose, directly or indirectly, any Confidential Information or Trade Secrets to a Non-Party or use any Confidential Information or Trade Secrets for any purpose other than that for which Member was retained and that benefits Company;
- To at all times exercise the utmost diligence and Member’s best efforts to guard and protect against unauthorized disclosure or misappropriation of Confidential Information and Trade Secrets to or by a Non-Party;
- To not seek or accept any Confidential Information or Trade Secrets from any former, present, or future Company employee or Member except in the ordinary course of Member’s business with Company;
- To not disclose to Company, use in Company’s business, or cause Company to use any Confidential Information or Trade Secrets belonging to a Non-Party;
- To not copy, modify, or reproduce any Confidential Information or Trade Secrets without the express prior-written permission of Company;
- To promptly notify Company if Member becomes aware of any unauthorized use, disclosure, or misappropriation of Confidential Information or Trade Secrets;
- To not disclose to Company, use in Company’s business, or cause Company to use, any Confidential Information or Trade Secrets belonging to others;
- To do what is reasonably necessary while Member is retained to prevent unauthorized misappropriation or disclosure and threatened misappropriation or disclosure of Company’s Confidential Information and Trade Secrets and, after termination of Member’s contract, Member shall not use or disclose Company’s Trade Secrets as long as they remain, without misappropriation, Trade Secrets.
Are There Any Exceptions?
This Agreement shall not prohibit any disclosure that is required by law or court order, provided that Member has not intentionally taken actions to trigger such required disclosure and, so long as not prohibited by any applicable law or regulation, Company is given reasonable prior notice and an opportunity to contest or minimize such disclosure. The same provisions shall not prevent Member’s disclosure of Confidential Information or Trade Secrets in the event Company has given Member expressed prior-written permission to do so. This Agreement does not prohibit disclosure of Confidential Information or Trade Secrets after they have become generally known in the industry in which Company conducts its business or prohibit Member’s use of general skills and know-how acquired during and prior to working with Company, as long as such use does not involve the disclosure of Confidential Information or Trade Secrets.
Member acknowledges that Company engages in a competitive business and has or will expend significant sums of money and time to develop and use its Confidential Information and Trade Secrets. Member further acknowledges that Company would suffer irreparable harm, loss, and damage if its Confidential Information and Trade Secrets were disclosed to a Non-Party.
Any and all copyrightable work created by Member relating to Company’s business or the business of any affiliate of Company during the term of Member’s contract with Company is intended to be “work made for hire” as defined in Section 101 of the Copyright Act of 1976, and shall be the property of Company. If the copyright to any such copyrightable work is not the property of Company by operation of law, Member agrees to, without further consideration, assign to Company all right, title, and interest in such copyrightable work and will assist Company and its nominees in every way, at Company’s expense, to secure, maintain, and defend for Company’s benefit, copyrights and any extensions and renewals thereof on any and all such work including translations thereof in any and all countries, such work to be and remain the property of Company whether copyrighted or not.
All Confidential Information or Trade Secrets disclosed to Member shall remain Company’s sole property at all times. This Agreement gives no intellectual property rights to Member in Confidential Information or Trade Secrets, including, without limitation, copyright, patent, trademark, or trade name rights, regardless if Member contributed to or developed additional Confidential Information or Trade Secrets as a result of such disclosure, except the limited right to use such information to further Company’s business operations. Should Member contribute to or develop additional Confidential Information or Trade Secrets as a result of such disclosure, Member agrees to immediately disclose such additional Confidential Information or Trade Secrets, to assign all of Member’s interests therein to Company, and to execute any instrument reasonably requested to ensure all rights of ownership are fully vested in Company.
At no time during or after Member’s contract with Company may Member directly or indirectly attempt to reverse engineer, reconstruct, or independently derive any Confidential Information or Trade Secrets.
Other Agreements Binding Member
Member warrants that Member will immediately provide Company with copies of all non-disclosures, confidentiality, and intellectual property assignment Agreements that currently bind Member or that Member becomes bound to in the future.
To the extent that they exist, Member will not disclose to Company any Non-Party Confidential Information or Trade Secrets. Member represents and warrants that Member has not previously assumed any obligations inconsistent with those of this Agreement and that contracting with Company does not conflict with any prior obligations to third parties. If, at any time, Member discovers he or she has or may have any outside business relationships or activities that conflict with Company’s best interests, then Member shall immediately disclose the conflict or potential conflict to Company.
No Undue Burden
Member acknowledges that: (i) this Agreement has been specifically entered between the Parties and reviewed by Member, and (ii) the covenants made by and duties imposed upon Member hereby are fair, reasonable, and minimally necessary to protect the legitimate business interests of Company, and such covenants and duties will not place an undue burden upon Member in the event of termination of Member’s contract with Company and the strict enforcement of the covenants contained herein.
Are disputes subject to mandatory arbitration and class waiver?
PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR LEGAL RIGHTS AND GOVERNS HOW YOU AND THE COMPANY CAN BRING CLAIMS AGAINST EACH OTHER. THIS SECTION WILL, WITH LIMITED EXCEPTION, REQUIRE YOU AND THE COMPANY TO SUBMIT CLAIMS AGAINST EACH OTHER TO BINDING AND FINAL ARBITRATION ON AN INDIVIDUAL BASIS.
Any dispute or claim relating in any way to Your use of this website or its content which cannot be settled by mutual agreement of the parties will be resolved by binding arbitration, rather than in court, except that You may assert claims in small claims court if Your claims qualify. The Federal Arbitration Act and federal arbitration law apply to this Agreement.
To begin an arbitration proceeding, You must send a letter requesting arbitration and describing Your claim to Me In Order Communities LLC, 801 Northpoint Parkway, Suite 51, West Palm Beach, FL 33407, Attention: Legal Department. The arbitration will be conducted by the American Arbitration Association (“AAA”) under its rules, including the AAA’s Supplementary Procedures for Consumer-Related Disputes (the “AAA’s Rules”). The AAA’s Rules are available at www.adr.org or by calling 1-800-778-7879. Payment of all filing, administration and arbitrator fees will be governed by the AAA’s rules. We will reimburse those fees for claims totaling less than $10,000 unless the arbitrator determines the claims are frivolous. Likewise, We will not seek attorneys’ fees and costs in arbitration unless the arbitrator determines the claims are frivolous. You may choose to have the arbitration conducted by telephone, based on written submissions, in person in the state where You live, or at another mutually agreed location.
You and the Company each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class action lawsuit, class-wide arbitration, or any other consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration, You and the Company each waive any right to a jury trial. You and the Company also both agree that the Company may bring suit in court to enjoin infringement or other misuse of intellectual property rights.
Notwithstanding any other provision of this Agreement or the AAA’s Rules, to the fullest extent allowed by law: (A) You and the Company agree not to bring a representative action on behalf of others under the California Private Attorneys General Act of 2004 (as amended, “PAGA”), or the California Labor Code § 2698 et seq., in any court or in arbitration, and (B) for any claim brought on a private attorney general basis, including under PAGA, both You and the Company agree that any such claim shall be resolved in arbitration on an individual basis only (i.e., to resolve whether You have personally been aggrieved or subject to any violations of law), and that such an action may not be used to resolve the claims or rights of other individuals in a single or collective proceeding (i.e., to resolve whether other individuals have been aggrieved or subject to any violations of law) (collectively, “Representative PAGA Waiver”). Notwithstanding any other provision of this Agreement or the AAA’s Rules, disputes regarding the scope, applicability, enforceability, revocability or validity of this Representative PAGA Waiver may be resolved only by a civil court of competent jurisdiction and not by an arbitrator.
YOU ACKNOWLEDGE AND AGREE THAT YOU AND THE COMPANY ARE EACH WAIVING THE RIGHT TO PARTICIPATE AS A PLAINTIFF, CLASS REPRESENTATIVE, OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION LAWSUIT, CLASS-WIDE ARBITRATION, OR ANY OTHER CONSOLIDATED OR REPRESENTATIVE ACTION.
Relationship of the Parties
Member is an independent Member, not Company’s employee, and nothing in this Agreement shall create an employment, agency, joint venture, or partnership relationship between the Parties. In addition, nothing in this Agreement shall require the Parties to purchase goods or services from each other or to provide one another with Confidential Information or Trade Secrets in their respective possession.
No Guarantee of Continued Relationship
Nothing in this Agreement shall be construed as a guarantee of continuing or additional contractual relations between the Parties. Member acknowledges that disclosure of Confidential Information and Trade Secrets under this Agreement is necessary for Company to form and plan its future business operations in light of the competitiveness of the industry and the inherent and potential value of its Confidential Information and Trade Secrets.
Confidential Information and Trade Secrets are provided to Member on an “As-Is” basis. COMPANY HEREBY DISCLAIMS ALL WARRANTIES EXPRESSED OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AS TO THE CONFIDENTIAL INFORMATION AND TRADE SECRETS PROVIDED TO MEMBER. Company makes no warranties of any kind as to the following: whether or not its Confidential Information and Trade Secrets are free from errors and defects, accurate, and complete; whether or not use of its Confidential Information or Trade Secrets may infringe on the intellectual property rights of a Non-Party; or how Company plans to use its Confidential Information and Trade Secrets in the future. Neither Company nor its employees and representatives shall have any liability as a result of the disclosure of Confidential Information or Trade Secrets to Member or its representatives.
Should either Party materially breach any part of this Agreement, that breaching Party shall indemnify, hold harmless, and defend the non-breaching Party, including its employees, agent, and other representatives against all third-party claims, liabilities, and expenses, including reasonable attorney’s fees and costs, that result from such material breach.
The rights and obligations of the Parties will survive Indefinitely and will survive the expiration or termination, for any reason, of Member’s contract with Company that may occur while this Agreement is in effect.
This Agreement represents the entire Agreement between Company and Member and may not be modified, changed, or altered by any promise or statement by the Company other than in a signed writing by both Parties.
The Parties have attempted to limit the non-disclosure provisions so that they apply only to the extent necessary to protect legitimate business and property interests. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, that provision shall be considered removed from this Agreement; however, the remaining provisions shall continue to be valid and enforceable according to the intentions of the Parties. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
The waiver by Company of a breach of any provision of this Agreement by Member shall not be considered as a waiver of rights with respect to any subsequent breach by Member.
Successors and Assigns
This Agreement is not assignable by Member without the express prior-written permission of Company. This Agreement binds and inures to the benefits the heirs, successors, and assignees of the Parties.
Member agrees and acknowledges that all provisions of this Agreement shall be governed by and construed in accordance with the laws of the State of Florida.
The descriptive headings used herein are for convenience of reference only and they are not intended to have any effect whatsoever in determining the rights or obligations of the Parties.
Member acknowledges that Member has carefully read and understood the provisions of this Agreement and understands that Member has the right to seek independent advice at Member’s expense. Nothing contained in this Agreement creates a contractual right to a continued contract for a definite term. Member represents and warrants that Member has entered into this Agreement.