Help with A Non-disclosure Agreement

[daza]

Hi all, hoping some one can give me some advise regarding a Non-disclosure Agreement I signed.

I have been trading the financial markets for some time and I am always looking to improve my performance.

So I decided to take a course from a guy in the states, which cost me $10,000, he said that his methods where things that have never been seen before, Ha, what a crock.

After taking the five day course I realised that I had seen some of the methods before so started searching the Web, and my own book collection.

Well how foolish did I feel when I found the very same information in a book on my shelf, that had been there for years prior to taking the course, Doh!!

My question is since the information in the course is actually freely available in a book on sale for £50 am I stile bound by the NDA when it come to the material in the book .

[bwglaw]

Highly unlikely to be bound if what the NDA intended to protect is found in the public domain, therefore the NDA is likely to be not enforceable. I would naturally need to see a copy of the NDA before fully advising on its enforcability

[daza]

thanks bwglaw, can i send a copy of the NDA to your email?

thanks

[bwglaw]

Yes, by all means

[daza]

Thanks, i have sent a copy to 'advice@bwglaw.co.uk'

once again thank you.

[daza]

this is a copy of the NDA


NONDISCLOSURE AGREEMENT
Sxx Gxxxxxx, 1xx Concord Place, King of Prussia PA 1xxxx USA, ("Disclosor") and Dxxx Sxxxxxx, x Wxxxxxx way MXXXXRXXX Lincolnshire LXXXXX UK, ("Disclosee") wish to discuss a business opportunity of mutual interest regarding Disclosor’s proposed product: Mr Sxx Gxxxxx entire trading methodology (the "Product"). The parties recognize that Disclosor will disclose certain proprietary and confidential information to Disclosee in this regard. Therefore, as an express condition to such disclosure, Disclosee agrees to the following:
1. Nondisclosures and Limited Use
A. Disclosee will not use or disclose to any third party the following information with respect to the Product: (i) Disclosor and Disclosee are discussing a business opportunity relating to the Product; (ii) Disclosor is developing the Product; (iii) Disclosor’s development and marketing approach to the Product; (iv) Disclosor’s name for the Product; or (v) any other information relating to the Product (“Confidential Product Information”). Notwithstanding the foregoing, Disclosee may disclose any Confidential Product Information as expressly authorized by Disclosor in writing or any such information that is or becomes known to the public upon Disclosor’s release of the Product to the public.
B. In addition, Disclosee will not use or disclose to any third party Disclosor’s proprietary information, including methods of doing business, product and business plans, costs and unpublished financial information, advertising revenues, marketing plans, Web site visitors and usage rates, customers, business affiliates or other sensitive business information (“Confidential Information”). Information shall not be considered to be Confidential Information if Disclosee can demonstrate that it: (i) is already known or otherwise becomes publicly known through no act of Disclosee or its employees, agents or independent contractors; (ii) is lawfully received from third parties subject to no restriction of confidentiality; (iii) has been independently developed without use of Disclosor’s Confidential Information; or (iv) is specifically authorized in a writing signed by an authorized representative of Disclosor to be publicly disclosed. The confidentiality obligations of Disclosee and its employees, agents and independent contractors with respect to Disclosor’s Confidential Information survive the expiration or termination of this Agreement.
C. Notwithstanding anything to the contrary stated in this Agreement, Disclosee may disclose Confidential Product Information and Confidential Information to Disclosee’s employees who need to know such information and who shall be instructed to abide by, and agree to abide by, this Agreement.
D. Disclosee shall take all reasonable measures to protect the confidentiality, and to avoid the unauthorized use or disclosure of, the Confidential Product Information and the Confidential Information.
2. Remedies
Disclosee agrees that the unauthorized use or disclosure of Confidential Product Information or Confidential Information in violation of this Agreement will cause irreparable harm and significant injury to Disclosor, which may be difficult to ascertain. Accordingly, Disclosee agrees that Disclosor shall have the right to seek an immediate injunction enjoining any breach of this Agreement.
3. Miscellaneous
A. This Agreement contains the entire understanding and agreement of the parties with respect to the subject matter contained in this Agreement. It supersedes all prior oral or written understandings and agreements relating to this subject matter. This Agreement may not be altered, modified or waived, in whole or in part, except in a writing signed by authorized representatives of the parties. The waiver by either party of any provision of this Agreement shall not be deemed to waive it for the future.
B. The validity, construction, performance and enforcement of this Agreement shall be governed by the laws of the State of PA as if entered into and fully performed entirely within such state. Any action to enforce this agreement will be brought in the state of PA
C. This Agreement shall be binding upon, and for the benefit of, Disclosee and Disclosor, their successors and assigns.
AGREED AND ACCEPTED:
Dated: 05-01-07
________________________________
Dxxxx Sxxxxxxx







thanks

[fisicx]

The agreement has the key get out clause right in the middle:

Information shall not be considered to be Confidential Information if Disclosee can demonstrate that it is already known or otherwise becomes publicly known through no act of Disclosee

You can safely pass on the words of wisdom if you can show that they are available elsewhere.