**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- Any unpublished materials, routines, videos, diagrams, or written instructions created for the internal use of the Dojo’s students or instructors.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 5 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 5 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
Illness or Disorders Non-Liability Clause
Member acknowledges that participation in martial arts training may involve physical exertion that could potentially exacerbate pre-existing illnesses, medical conditions, or disorders. The Member voluntarily assumes all risks associated with such participation and agrees that Amenophis Martial Arts, its instructors, staff, and affiliates shall not be held liable for any illness, injury, or health complications, including those arising from known or unknown medical conditions. It is the Member’s responsibility to consult with a physician prior to engaging in training and to disclose any relevant health concerns to the dojo.
DISCLAIMER OR WAIVER OF LIABILITY
Member understands and acknowledges that there is inherent risk associated with any physical activities including the practice of Karate
and other forms of self-defense at Amenophis Martial Arts. Member voluntarily accepts these risks and hereby releases Amenophis Martial
Arts, all instructors, other members, and employees from any liability that might arise as a result of any injury that may occur. I have read, I understand and agree to the terms of this Agreement.
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.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.