Terms & Conditions
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**NON-DISCLOSURE AGREEMENT (NDA) WITH NON-COMPETE CLAUSE**
This Non-Disclosure Agreement ("Agreement") is entered into as of [Effective Date], by and between:
Amenophis Martial Arts (hereinafter referred to as the "Dojo"), with its principal place of business located at [Address], and **[Recipient Name]** (hereinafter referred to as the "Recipient").
1. Purpose
The Recipient acknowledges that during their training, employment, or engagement with the Dojo, they will be exposed to certain confidential information, techniques, routines, katas, weapons forms, and other intellectual property developed exclusively by the Sanseis ("Confidential Information"). The purpose of this Agreement is to protect the Dojo’s Confidential Information and intellectual property from unauthorized disclosure and usage.
2. Definition of Confidential Information
For the purposes of this Agreement, "Confidential Information" shall include, but is not limited to, the following:
- All katas, martial arts routines, sequences, forms, and techniques developed by the Sensei.
- Weapons training methodologies and forms exclusive to the Dojo.
- Training programs, including but not limited to student progression systems, sparring strategies, and conditioning exercises.
- Any unpublished materials, routines, videos, diagrams, or written instructions created for the internal use of the Dojo’s students or instructors.
- Business practices, marketing strategies, client lists, and financial information of the Dojo.
3. Obligations of the Recipient
The Recipient agrees:
- Not to disclose, distribute, or reproduce any of the Dojo’s Confidential Information to third parties without prior written consent from the Dojo.
- Not to use the Dojo’s Confidential Information for any purpose other than for personal training and advancement within the Dojo.
- To take all reasonable steps to protect and safeguard the confidentiality of the Dojo’s materials, techniques, and training methodologies.
4. Non-Compete Clause
In consideration of the training and access to Confidential Information, the Recipient agrees that for a period of [X years] after the association with the Dojo, they shall not:
- Teach, operate, or assist in the operation of a martial arts school or dojo that teaches XMA within a geographical radius, e.g., 50 miles from the Dojo’s location.
- Use any of the Dojo’s Confidential Information to establish or contribute to the development of a competing dojo, martial arts school.
- Transfer, license, or sell any of the Dojo’s proprietary methods, techniques, or katas to any third party or institution, either during or after the term of this Agreement.
5. Exceptions to Non-Disclosure
The obligations of this Agreement shall not apply to information which:
- Is or becomes publicly available through no breach of this Agreement by the Recipient.
- Is lawfully received from a third party without breach of any confidentiality obligation.
- Is required to be disclosed pursuant to any legal obligation, provided that the Recipient promptly notifies the Dojo in order to provide an opportunity to seek a protective order or other legal remedy.
6. Term
This Agreement shall commence on the Effective Date and shall remain in effect until the Confidential Information no longer qualifies as confidential or until [X years] after the termination of the Recipient's association with the Dojo, whichever is longer.
7. Remedies
The Recipient acknowledges that any breach of this Agreement may cause irreparable harm to the Dojo, and in the event of such a breach, the Dojo shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.
8. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State, without regard to its conflict of laws principles.
9. Entire Agreement
ADDITIONAL COSTS
Uniforms, weapons, gears, tournament and grading are all additional costs and are not included in with registration or monthly fees. All uniforms, weapons and gears will be supplied by Amenophis Martial Arts and will be identified by the branded logo that will be placed on each item. Please be reminded that orders will only be placed when you make a 50% down payment and the balance will be paid upon receiving the items. NO OTHER BRAND WILL BE ACCEPTED FOR TRAINING.
This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior discussions, agreements, or understandings of any kind.