CONSULTING

a Florida Limited Liability Company with its principle office located at 3481 Chickasaw Cir Greenacres, FL 33467, referred to herein as Disclosing Party, and                                                                                   , referred to herein as 

Receiving Party. 

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WHEREAS, this Agreement is being entered into for the purpose of preventing the unauthorized disclosure of Confidential Information

WHEREAS, this Agreement is intended to provide information in the disclosed comprehensive strategic plan, mission, prospective clients, budget, financial investors, acquired property, and any other proprietary information related to the development of the Consulting Assessment Services. 

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Now, therefore, for and in consideration of the mutual covenants contained in this agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 

 

1. Definitions. 

1.1 Confidential Information shall include all information or material that is included or referenced in the                          Assessment toolkit or Assessment interview, or any communications whether oral or written regarding the                  consulting services, methodologies or recommendations provided to the Receiving Party.

1.2 Disclosing Party means Kingdom Global Connection, LLC, their officers, employees, representatives, affiliates,          attorneys, etc.
   

1.3 Receiving Party means                                                          ,its officers, employees, representatives, affiliates,                attorneys, etc.
 

1.4 Subject Information. For purposes of this Agreement, “Subject Information” means any information related to the Consulting Assessment Services disclosed by the Disclosing Party to the Receiving Party, directly or indirectly, in computer files or writing, orally or by drawings, observations or otherwise, that is clearly marked “proprietary,” “confidential” or the like, or that is not so marked but is described as proprietary or confidential by the Disclosing Party at the time of disclosure.  

 

2. Exclusions from Confidential Information. Receiving Party’s obligations under this Agreement do not extend to                information that is:

 

• Publicly known at the time of disclosure or subsequently becomes publicly known through no            fault of the Receiving Party; 

• Discovered or created by the Receiving Party before disclosure by Disclosing Party;

• Learned by the Receiving Party through legitimate means other than from the Disclosing Party or Disclosing Party’s representatives; or

• Is disclosed by Receiving Party with Disclosing Party’s prior written approval.

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3. Obligations of Receiving Party. Receiving Party shall hold and maintain the Confidential Information in strictest                 confidence for the benefit and integrity of the development of the Aviation Program, its investors, and the Discl               ing Party. Receiving Party shall carefully restrict access to Confidential Information and Subject Information to such           employees, representatives, affiliates, and third parties as is reasonably required and such personal shall be required       to sign nondisclosure restrictions at least as protective as those in this Agreement. Receiving Party shall not, without       prior written approval of Disclosing Party, use for Receiving Party’s own benefit, publish, copy, or otherwise disclose         to others, or permit the use by others for their benefit or to the detriment of Disclosing Party, any Confidential                 Information or related Subject Information. Receiving Party shall return to Disclosing Party any and all records, notes,       and other written, printed, or tangible materials in its possession pertaining to Confidential Information and/or                 Subject Information immediately if Disclosing Party requests it in writing.

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     The Receiving Party will at all times be responsible for the actions of any representative that are inconsistent with the       terms of this Agreement, including former representatives who no longer have any employment, consulting or other       relationship with the Receiving Party or any affiliated entity.  The Receiving Party agrees, at its sole expense, to take         all reasonable measures, including court proceedings, to restrain the representatives (including former                               representatives) from unauthorized use or disclosure of the Confidential Information and/or Subject Information.  

 

4. Requests for Disclosure. In the event that the Receiving Party or any of its representatives receives a request or is              required to disclose any part of the Subject Information, the Receiving Party agrees (a) to notify immediately the              Disclosing Party of the existence and circumstances surrounding such request or requirement, (b) to consult with the        Disclosing Party on the advisability of taking legally available steps to resist or narrow such request or requirement,          and (c) to assist the Disclosing Party at the Disclosing Party’s expense in seeking a protective order or other                      appropriate remedy.  In the event that such protective order or other remedy is not obtained or the Disclosing Party        waives compliance with such requirements in writing, the Receiving Party may disclose to any tribunal only that                portion of the Subject Information that the Receiving Party has been advised by written opinion of counsel is legally        required to be disclosed, and the Receiving Party will not be liable for such disclosure unless such disclosure was              caused by or resulted from a previous disclosure by the Receiving Party or its Representatives not permitted by this           Agreement.  

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5. Applicable Term and Termination. The Disclosing Party may terminate the use of its Confidential Information by the Receiving Party at any time upon written notice without any liability under this Agreement for such termination.

 

5.1 The nondisclosure provisions of this Agreement shall survive the termination
of this Agreement and Receiving Party’s duty to hold Confidential Information in confidence
shall remain in effect until the Disclosing Party sends Receiving Party written notice releasing Receiving Party from this Agreement. 

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6. Return of Materials. Upon the request of the Disclosing Party, or at such time as the Receiving Party no longer needs the Confidential Information (whichever occurs first), the Receiving Party and its representatives (a) will promptly cease using all Subject Information of the Disclosing Party, (b) will promptly deliver to the Disclosing Party (or, at election of the Disclosing Party, destroy) all Subject Information received from the Disclosing Party, (c) will destroy any other materials (including memoranda, notes and other writings or data, whether tangible or stored in any computer memory or storage medium) containing or reflecting any of the Subject Information (regardless of who prepared such material), and (d) will not retain any copies, extracts or other reproductions (whether tangible or stored in any computer memory or storage medium) of such materials. Compliance with this paragraph will be certified in writing to the Disclosing Party by an authorized officer of the Receiving Party supervising the return and/or destruction of such materials.

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7. Breach. In the event of a breach or threatened breach of this Agreement, the Agreement is governed by the laws of the State of Florida within the courts of competent jurisdiction. The undersigned recognize that the subject matter of this Agreement includes sensitive information the unauthorized disclosure of which may not be compensable by money damages alone. Because there is a high likelihood that breach, or threatened breach, of this Agreement may lead to irreparable injury, the undersigned stipulate that an aggrieved party may, in addition to any other remedy, seek a temporary restraining order, preliminary injunction, and permanent injunction from the court to restrain the breach or threatened breach of this Agreement.    

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8. Relationships. Nothing contained in this Agreement shall be deemed to constitute either party a partner, joint venturer or employee of the other party for any purpose.

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9. Waiver. The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred.

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10. Governing Law. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Florida.

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11. Notices. Any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement.

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12. Attorney’s Fees. In the event that any lawsuit is filed in relation to this Agreement, the unsuccessful party in the action shall pay to the successful party, in addition to all the sums that either party may be called on to pay, a reasonable sum for the successful party's attorney fees.

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13. Entire Agreement. This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement.

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14. Modification of Agreement. Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party.

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15. Successors and Assigns. The Receiving Party may not assign any of its rights or obligations under this Agreement without the prior written consent of the Disclosing Party. This Agreement will be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns

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