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Non-Disclosure Agreement (NDA)
This Non-Disclosure Agreement (the "Agreement") is made and entered into between [Name of AI Chat Bot Tester] ("Tester") and WebHealthNetwork Media ("Media Company ") (collectively referred to as the "Parties") on this [date] (the "Effective Date").
- Confidential Information: The Parties acknowledge that during the course of Tester's testing of the AI chat bot developed by Media Company, Tester may gain access to certain confidential and proprietary information of Media Company, including but not limited to, the AI chat bot's source code, algorithms, designs, trade secrets, and other technical and business information (collectively referred to as "Confidential Information").
- Non-Disclosure Obligations Tester agrees to keep all Confidential Information strictly confidential and shall not disclose, publish, share, or reveal any Confidential Information to any third party without the prior written consent of Media Company. Tester shall use the Confidential Information only for the purpose of testing the AI chat bot and shall take all reasonable measures to protect the Confidential Information from unauthorized access, use, or disclosure.
- Ownership and Rights Tester acknowledges that all Confidential Information and any intellectual property rights therein shall remain the exclusive property of Media Company. Nothing in this Agreement shall be construed as granting any rights, title, or interest in the Confidential Information to Tester. Tester agrees not to copy, reproduce, reverse engineer, decompile, or otherwise attempt to derive the source code or algorithms of the AI chat bot or any part thereof.
- Term and Termination This Agreement shall commence on the Effective Date and shall continue in effect until the completion of the testing of the AI chat bot or until terminated by either Party upon written notice to the other Party. Upon termination of this Agreement, Tester shall promptly return or destroy all Confidential Information in its possession, and shall provide written certification of such return or destruction upon request by Media Company.
- Remedies Tester acknowledges that any breach of this Agreement may cause irreparable harm to Media Company for which monetary damages may not be an adequate remedy. In the event of a breach or threatened breach of this Agreement, Media Company shall be entitled to seek injunctive relief and any other available legal remedies without prejudice to any other rights or remedies available to Media Company.
- Governing Law and Jurisdiction This Agreement shall be governed by and construed in accordance with the laws of Ontario, Canada, without giving effect to its conflict of laws principles. Any disputes arising out of or in connection with this Agreement shall be resolved exclusively by the courts of Ontario, Canada.
- Entire Agreement This Agreement constitutes the entire understanding between the Parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, and representations, whether written or verbal, relating to the Confidential Information. Any modification to this Agreement must be in writing and signed by both Parties.
- Waiver The failure of either Party to enforce any provision of this Agreement shall not be deemed a waiver of such provision or any other provision hereof. No waiver of any breach or default under this Agreement shall be deemed a waiver of any subsequent breach or default.
- Severability If any provision of this Agreement is determined to be invalid, illegal, or unenforceable, the remaining provisions of this Agreement shall remain in full force and effect, and the Parties shall endeavor to replace the invalid, illegal, or unenforceable provision with a valid, legal, and enforceable provision that achieves the original intent of the Parties.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.