BLANKET NON-DISCLOSURE AGREEMENT (NDA)
(LGBTQBIZLIST MEMBERS)
This Non-Disclosure Agreement (“Agreement”) is entered into as of the date of electronic acceptance or signature below (“Effective Date”) by and between Broughton Media Group, LLC, doing business as LGBTQBizList (“Disclosing Party”), and the below signed LGBTQBizList Member (“Receiving Party”), collectively referred to as the “Parties.”
1. Purpose
The Parties agree to enter into a confidential relationship to protect certain proprietary and confidential information disclosed by the Disclosing Party to the Receiving Party for the purposes of maintaining participation in the LGBTQBizList Directory and associated platforms.
2. Definition of Confidential Information
“Confidential Information” means all non-public, proprietary, or sensitive information disclosed by the Disclosing Party to the Receiving Party, including but not limited to:
•Business strategies, marketing plans, or processes.
•Financial data and pricing models.
•Subscriber or customer information, including mailing lists and engagement metrics.
•Scripts, video content, show formats, and intellectual property associated with LGBTQBizList and its affiliated platforms.
•Any unpublished media or content created, developed, or shared through LGBTQBizList.
•Technical information, databases, designs, and unpublished works.
Confidential Information does not include information that:
a) Was already known to the Receiving Party prior to disclosure.
b) Becomes publicly available through no breach by the Receiving Party.
c) Is independently developed by the Receiving Party without reliance on Confidential Information.
3. Obligations of Receiving Party
The Receiving Party agrees to:
a) Use the Confidential Information solely for purposes related to participation in the LGBTQBizList Directory and related platforms.
b) Maintain the confidentiality of the information by exercising at least the same level of care as it uses to protect its own confidential information, but no less than reasonable care.
c) Refrain from disclosing or distributing any Confidential Information to third parties without prior written consent from the Disclosing Party.
4. Duration
This Agreement shall remain in effect for as long as the Receiving Party is a member of the LGBTQBizList Directory and a paid subscriber to the related social media platforms.
Post-Termination Obligations:
The obligations of confidentiality shall survive termination or expiration of this Agreement for two (2) years following the date the Receiving Party is no longer:
a) A member of the LGBTQBizList Directory; and
b) A paid subscriber to LGBTQBizList’s social media platforms.
5. Return or Destruction of Information
Upon termination of this Agreement or at the Disclosing Party’s request, the Receiving Party agrees to promptly return or destroy all materials containing Confidential Information, including any digital or physical copies.
6. No License or Ownership Rights
This Agreement does not grant the Receiving Party any rights to use or reproduce the Confidential Information beyond the specified purpose. All intellectual property rights remain the sole property of the Disclosing Party.
7. Remedies
The Receiving Party acknowledges that unauthorized disclosure of Confidential Information may cause irreparable harm to the Disclosing Party. In the event of a breach, the Disclosing Party shall be entitled to seek injunctive relief, damages, and any other remedies available at law or equity.
8. Miscellaneous
a) Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada.
b) Entire Agreement: This Agreement constitutes the entire understanding between the Parties and supersedes all prior agreements, whether written or oral.
c) Amendments: Any modifications must be made in writing and signed by both Parties.
d) Severability: If any provision is found unenforceable, the remaining provisions shall remain in full force and effect.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
