PROHASKA CONSULTING non-disclosure agreement (Last Modified May 2019)


Terms and Conditions:


Consultant agrees to hold PC’s Confidential Information in the strictest confidence and not to disclose such Confidential Information to any third parties. Consultant also agrees not to use any of PC’s Confidential Information for any purpose other than performance of this NDA.  “Confidential Information” means any PC proprietary information, lists and information pertaining to clients, advertisers, publishers, users, potential clients, customers and users, referrals, sources, employees, ideas, methods, procedures, techniques, written material and other know-how, developed or used in connection with PC’s business, technical data, trade secrets, research, product plans, products, services, software, developments, inventions, marketing, finances or other business information disclosed by PC either directly or indirectly in writing, orally or otherwise. Confidential Information does not include information which (i) is known to Consultant at the time of disclosure to Consultant by PC as evidenced by written records of Consultant; (ii) has become publicly known and made generally available through no wrongful act of Consultant; (iii) has been rightfully received by Consultant from a third party who is authorized to make such disclosure, (iv) is independently developed by the Consultant as evidenced by written records of Consultant, and (v) is disclosed pursuant to a valid order of any governmental authority, provided that, where permitted by applicable law, Consultant has given PC prompt notice prior to making such disclosure so that PC may seek a protective order or other appropriate remedy prior to such disclosure.


Consultant recognizes that PC has received and, in the future, will receive from third parties their confidential or proprietary information subject to a duty on PC’s part to maintain the confidentiality of such information and to use it only for certain limited purposes. Consultant agrees that Consultant owes PC and such third parties, during the term of this NDA and thereafter, a duty to hold all such confidential or proprietary information in the strictest confidence and not to disclose it to any person, firm or corporation or to use it except as necessary in carrying out any services which Consultant has contracted with PC to provide.




Remedies.  Consultant acknowledges that the use or disclosure of Confidential Information in a manner not authorized by this NDA would cause irreparable harm to PC, its affiliates and subsidiaries (and, in some cases to third parties) that could not be fully remedied by monetary damages.  Consultant therefore agrees that PC may specifically enforce this NDA and shall be entitled, in addition to any other remedies available to it at law or in equity, to seek such injunctive or other equitable relief as may be necessary or appropriate to prevent such unauthorized use or disclosure of Confidential Information and Consultant agrees that it shall not raise as a defense to an application for injunctive relief that PC has an adequate remedy at law.  Consultant agrees that it will indemnify, save, defend, and hold harmless the PC from and against any and all third party claims, costs, expenses, demands, damages, lawsuits, fines, penalties and liabilities (including, but not limited to, interest, penalties, court costs, and reasonable attorneys’ fees) resulting or arising from breach of this NDA.


Ownership of Confidential Information. PC shall retain all right, title and interest in and to its Confidential Information.  Neither this NDA nor any disclosure of Confidential Information shall be deemed to imply or grant any license, interest in, proprietary right or other intellectual property right in the Confidential Information.


Warranties and Disclaimers.  The Confidential Information is provided “AS IS”, without warranty of any kind, express or implied, including, without limitation, warranties of merchantability, title and fitness for a particular purpose.



Relationship.  This NDA does not create any agency or partnership relationship, nor does this NDA in any way bind either Party to enter into a business relationship of any type with the other Party.  This NDA is not assignable or transferable by Consultant without the prior written consent of the PC, which consent may be granted or denied in PC’s sole and absolute discretion.



Term of NDA.  This NDA is effective as of the date of acceptance by Consultant (the “Effective Date”) and automatically expires upon the earlier of (i) Consultant and PC enter into a subsequent agreement; (ii) notice by Consultant of its intent to terminate its application to provide services to PC; or (iii) three (3) years following the Effective Date. Notwithstanding such expiration or termination, all of Receiving Party’s nondisclosure obligations pursuant to this NDA shall survive with respect to any Confidential Information received prior to such expiration or termination.



Governing Law and General.  No amendment to this NDA shall be binding unless it is in writing and executed by both Consultant and PC. The failure of either party at any time to require performance of any provisions of this NDA or to exercise any right provided for herein shall not be deemed a waiver of such provision or such right.  If any forum of competent jurisdiction holds any provision of this NDA invalid or unenforceable, such invalidity shall not affect the validity or operation of any other provisions and such invalid provision shall be deemed to be severed from the NDA. This NDA shall be governed and interpreted in accordance with the laws of the State of Delaware without regard to its conflict of laws principles.  All claims or actions between the parties hereto shall be brought exclusively in the Federal or State Courts residing in New York, and each party hereby submits and consents to the jurisdiction of such courts.  This NDA contains the entire understanding and agreement between the Parties with respect to the subject matter hereof. This NDA can be executed in one or more counterparts which taken together will constitute one instrument.  Any facsimile copy, other copy or reproduction of a single counterpart original of this NDA shall be as fully effective and binding as the original signed counterpart of this NDA.