United American Defense Force Confidentiality Agreement

  1. In connection with joining United American Defense Force (the “Membership“), Unite Colorado, LLC d/b/a United American Defense Force (“UADF”) may disclose to me, or I may otherwise receive access to, Confidential Information (as defined below). I will use the Confidential Information solely for the Membership and, subject to Section 3, will not disclose or permit access to Confidential Information. I will safeguard the Confidential Information from unauthorized use, access, or disclosure using at least the degree of care I use to protect my most sensitive information and no less than a reasonable degree of care. I will promptly notify UADF of any unauthorized use or disclosure of Confidential Information and use my best efforts to prevent further use or disclosure. I will be responsible for any breach of this Agreement caused by my family members and other representatives who do not have a Membership.
  2. “Confidential Information” means all non-public, proprietary, or confidential information of UADF or its members, in oral, visual, written, electronic, or other tangible or intangible form, whether or not marked or designated as “confidential,” and all notes, analyses, summaries, and other materials prepared by me or anyone I disclose Confidential Information to that contain, are based on, or otherwise reflect, to any degree, any of the foregoing (“Notes“); provided, however, that Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of my act or omission; (b) is obtained by me on a non-confidential basis from a third party that was not legally or contractually restricted from disclosing such information; (c) was in my possession, as established by documentary evidence, before UADF’s disclosure hereunder; or (d) was or is independently developed by me, as established by documentary evidence, without using any Confidential Information. Confidential Information also includes: (x) the facts that the parties are in discussions regarding the Membership and that Confidential Information has been disclosed; and (y) any terms, conditions or arrangements discussed.
  3. If I am required by applicable law or a valid legal order to disclose any Confidential Information, I shall, before such disclosure, notify UADF of such requirements so that UADF may seek a protective order or other remedy, and I shall reasonably assist UADF therewith. If I remain legally compelled to make such disclosure, I shall: (a) only disclose that portion of the Confidential Information that, in the written opinion of my legal counsel, I am required to disclose; and (b) use reasonable efforts to ensure that such Confidential Information is afforded confidential treatment.
  4. On the expiration of my Membership or otherwise at UADF’s request, I shall promptly destroy all Confidential Information in my possession.
  5. UADF has no obligation under this Agreement to (a) disclose any Confidential Information or (b) negotiate for, enter into, or otherwise pursue the Membership. UADF provides all Confidential Information without any representation or warranty, expressed or implied, as to the accuracy or completeness thereof, and UADF will have no liability to me or any other person relating to my use of any of the Confidential Information or any errors therein or omissions therefrom.
  6. UADF retains its entire right, title, and interest in and to all Confidential Information, and no disclosure of Confidential Information hereunder will be construed as a license, assignment, or other transfer of any such right, title, and interest to me or any other person.
  7. The rights and obligations of the parties under this Agreement expire five (5) years after the termination of my Membership; provided that with respect to Confidential Information that is a trade secret under the laws of any jurisdiction, such rights and obligations will survive such expiration until, if ever, such Confidential Information loses its trade secret protection other than due to my act or omission.
  8. I acknowledge and agree that any breach of this Agreement will cause injury to UADF for which money damages would be an inadequate remedy and that, in addition to remedies at law, UADF is entitled to equitable relief as a remedy for any such breach.
  9. This Agreement and all matters relating hereto are governed by, and construed in accordance with, the laws of the State of Colorado, without regard to the conflict of laws provisions of such State. Any legal suit, action, or proceeding relating to this Agreement must be instituted in the federal or state courts located in Denver, Colorado. Each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
  10. All notices must be in writing and addressed to the relevant party at its address set out in the legal section of the UADF’s website, or as provided in the membership application. All notices must be personally delivered or sent prepaid by nationally recognized courier or certified or registered mail, return receipt requested, and are effective on actual receipt.
  11. This Agreement is the entire agreement of the parties regarding its subject matter, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, whether written or oral, regarding such subject matter. This Agreement may only be amended, modified, waived, or supplemented by an agreement in writing signed by both parties.