Non-Disclosure Agreement & Liability Waiver
NON-DISCLOSURE AGREEMENT & LIABILITY WAIVER
This Non-Disclosure Agreement and Liability Waiver ("Agreement") is made and entered into as of the Effective Date (as defined below) by and between Beverly Hills Institute of Aesthetic Medicine, a California entity with a principal place of business at 150 S Rodeo Drive, Suite 230A, Beverly Hills, 90212 ("Disclosing Party"), and [Recipient's Name], whose principal place of business is [Recipient's Address] ("Receiving Party").
1. PURPOSE
The Disclosing Party agrees to provide the Receiving Party with access to certain confidential and proprietary information in connection with aesthetics training, including but not limited to educational materials, hands-on training, business development strategies, techniques, and trade secrets ("Confidential Information"). The Receiving Party agrees to maintain the confidentiality of such information and to prevent its unauthorized disclosure or use.
2. DEFINITION OF CONFIDENTIAL INFORMATION
Confidential Information includes but is not limited to:
- Training manuals, course materials, protocols, techniques, and methods;
- Business strategies, pricing structures, client acquisition techniques;
- Hands-on training techniques and proprietary procedures;
- Any non-public information related to the Disclosing Party’s business operations, intellectual property, or financials;
- Any information disclosed verbally, in writing, or by demonstration that is designated as confidential or would reasonably be understood as confidential.
3. OBLIGATIONS OF RECEIVING PARTY
The Receiving Party agrees to:
- Maintain Confidential Information in strict confidence and use it solely for training purposes;
- Not disclose Confidential Information to any third party without the prior written consent of the Disclosing Party;
- Take all reasonable measures to protect the secrecy of the Confidential Information;
- Return or destroy all Confidential Information upon request of the Disclosing Party.
4. EXCLUSIONS FROM CONFIDENTIAL INFORMATION
Confidential Information does not include information that:
- Is or becomes publicly available without breach of this Agreement;
- Is lawfully received from a third party without confidentiality obligations;
- Is independently developed by the Receiving Party without reliance on the Confidential Information.
5. LIABILITY WAIVER & RELEASE
The Receiving Party acknowledges and agrees that participation in aesthetics training may involve risks, including but not limited to personal injury, allergic reactions, infections, and other health complications. By signing this Agreement, the Receiving Party voluntarily assumes all risks associated with participation in the training and agrees to the following:
- The Receiving Party releases and holds harmless the Disclosing Party, its owners, employees, trainers, affiliates, and agents from any and all claims, liabilities, damages, or injuries arising from or related to participation in the training.
- The Receiving Party understands that they are responsible for ensuring they have the appropriate qualifications, certifications, and licenses necessary to perform any procedures learned during the training.
- The Receiving Party agrees to seek medical consultation if necessary and waives any claim against the Disclosing Party related to the training, including but not limited to improper technique, adverse reactions, or unintentional harm.
6. TERM AND TERMINATION
This Agreement shall commence on the Effective Date and shall remain in effect for 10 years from the date of disclosure. The obligations regarding Confidential Information shall survive termination of this Agreement indefinitely.
7. REMEDIES
The Receiving Party acknowledges that any breach of this Agreement may cause irreparable harm to the Disclosing Party. In the event of an actual or threatened breach, the Disclosing Party shall be entitled to seek injunctive relief and any other remedies available at law or equity.
8. NO LICENSE OR OWNERSHIP RIGHTS
Nothing in this Agreement grants the Receiving Party any rights, licenses, or ownership interests in the Confidential Information.
9. GOVERNING LAW
This Agreement shall be governed and interpreted in accordance with the laws of the State of California, without regard to its conflict of laws principles.
10. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes any prior agreements or understandings, whether written or oral.
11. SIGNATURES
This Agreement may be executed in counterparts and delivered electronically, both of which shall be deemed originals.
DISCLOSING PARTY:
Beverly Hills Institute of Aesthetic Medicine
By: Arielle Auston