ESBA STUDENT CONFIDENTIAL DISCLOSURE AND NON-CIRCUMVENTION AGREEMENT

INTRODUCTION

Congratulations on your decision to enroll in ESBA! We look forward to seeing you inside the course. This agreement contains the entire understanding between ESBA: Elite Sports Business Academy LLC (Owner) and you, the ESBA student (Student). The rest is the stuff our lawyer said we had to include but the short version is don’t share the course or it’s content, don’t share your login information (yes, we track that stuff), and Be Cool (as in, keep your word and have integrity) – because we do protect our property (IP) and take that protection seriously. 

Terms & Conditions of ESBA Course Access

This Agreement is by and between you as an ESBA student (Student) & ESBA: Elite Sports Business Academy LLC (Owner). In consideration of the following terms and conditions, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by Student, the parties agree as follows:

Owner possesses certain Confidential Information concerning Sports Business Development & Marketing  as identified in the following models, documents, and exhibits: verbal disclosures, written descriptions, drawings, products, prototypes, video presentations, Internet websites, and other information which the Owner has and/or will disclose in confidence to Student.

Student acknowledges that the Confidential Information, including any ideas, processes, equipment, devices, techniques, plans, methods, data, calculations, and documents, of Owner were designed and developed by Owner at great expense and over lengthy periods of time, are secret and confidential, are unique and constitute the exclusive property of Owner, and that any use or disclosure of such Confidential Information described above, or any related information or material, by Student other than for the sole benefit of Owner and at the specific instruction of Owner would be wrongful and would cause irreparable injury to Owner.

Student agrees to treat the information disclosed as confidential, and will use the same efforts as are regularly employed  with respect to its own most confidential information to avoid disclosure to others.

Student agrees not to use or disclose the Confidential Information in any manner that is adverse to the best interests of Owner or in a manner which is inconsistent with or contrary to the terms and conditions of this Agreement.

Student shall control the destination, use, and access of Confidential Information within its own organization and shall keep a list of individuals to whom the Confidential Information has been disclosed, which shall be made available to Owner upon written request.

Student shall, upon written request by Owner, return all documents, records, and data, and all copies thereof, containing Confidential Information obtained by Student from Owner no later then the third day after the request is made.

Nothing contained in this agreement shall be construed as granting or conferring to Student any rights by licenses or otherwise, expressly, impliedly, or otherwise, for any invention, discovery, or improvement made, conceived, or acquired prior to or after the date of this Agreement.

Student agrees that it would be difficult to measure damages to Owner from any breach by Student of this Agreement and that money damages would be inadequate for any breach; accordingly, Student agrees that if it breaches any of the provisions herein, Owner shall be entitled, in addition to all or such remedies it may have in law, to temporary restraining orders, preliminary injunctions, injunctions, or other appropriate orders to restrain any such breach by the Student without showing or proving any actual damage substantiated by Owner.  Owner shall be further entitled to reasonable attorney’s fees and costs in the prosecution thereof. This clause shall in no way limit Owner from proving and recovering actual damages or punitive damages in the proper circumstances.

 

Non-circumvention:  Student hereby agrees that it will not engage in conduct which circumvents the potential collaborative effort with Owner, and hereby stipulates that this Agreement shall be interpreted, construed and enforced broadly to protect the following specific objectives:

(a) to protect confidential information of Owner;

(b) to protect the potential or actual economic advantage of Owner through the relative secrecy of its business plans and/or confidential information.

To the extent that any part of the Agreement set forth herein, or any word, phrase, clause, or sentence hereof shall be found to be illegal, unenforceable for any reason, such Agreement, word, clause, phrase, or sentence shall be modified or deleted in such manner as to make the Agreement, as modified, legal and enforceable under applicable laws, and the balance of the Agreement or part thereof shall not be affected adversely thereby, and shall be construed as severable and independent.

This Agreement contains the entire understanding of the parties hereto with respect to the matters herein contained, and supersedes all previous agreements and undertakings with respect thereto.  This agreement can be modified only upon written agreement of the parties.

This Agreement shall be binding upon Student, its successors and assigns, and shall run to the benefit of Owner, its successors and assigns.

In case of any dispute between you & us, in respect of any of the clauses of this agreement or in respect of any claim arising out of this agreement or the disputes relating to the termination of the allotment, non payment of the dues in time, or with respect to any dispute between the parties to this allotment or any persons/heirs/successors claiming shall be settled amicably by mutual discussion, failing which the same shall be decided by an Arbitrator, who shall be appointed by us at our own choice and whose decision on the said dispute shall be final and binding on both you & us. The provisions of the Arbitration and Conciliation Act, 1996 shall be applicable to the proceeding before the said Arbitrator. The place of Arbitration shall be in Denton County, TX.