Terms and Conditions
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N.D.A. 
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Date:  Site Origin (ALL Terms and Conditions, Privacy Policies, Disclaimers for ALL MMT Media, Florida Sites and Properties can be found here and / or at MarketingMouseTrap.com. All of these Pages apply to both URLs and Providers of such.

Terms and Conditions - MMT Media, Florida and all Digital Marketing & Web Development Services

 Last updated December 2017. Change Log:

· September 2015:  Added all terms online

December 2017: Added Non-Disclosure Agreement HTML


Terms & Conditions

This Terms & Conditions applies to all Services Agreements. It is effective as of the “Effective Date” of the "Digital Marketing Service Proposal and Agreement" accepted and executed by MMT Media, Florida | MarketingMouseTrap.com / MMTMediaFL.com (“Provider”) located at 5728 Riva Ridge Drive, Wesley Chapel, Florida and you ("Customer") as specified in the "Digital Marketing Service Proposal and Agreement" and ALL Services that are Paid Directly via our Website and our Shopping Cart Platform.

The Terms & Conditions cover all Services whether Single Offering / Project Based or Ongoing Monthly Retainer Services.

1. Definitions

1.1 “Confidential Information” means, in respect of a party, all data and information of a confidential nature, including know-how and trade secrets, relating to the business, the affairs and any development projects or other products or services of such party. Confidential Information may be communicated orally, visually, in writing or in any other recorded or tangible form. Data and information shall be considered to be Confidential Information if (a) the relevant party has marked them as such, (b) the relevant party, orally or in writing, has advised the other party of their confidential nature, or (c) due to their character or nature, a reasonable person in a like position and under like circumstances would treat them as secret and confidential;

1.2 “Costs” means all costs and indirect costs incurred by Provider in the performance of the Services under this Agreement;

1.3 “Parties” means the named parties to this Agreement and their respective successors and assigns, and “Party” refers to any one of them, as the context requires;

1.4 “Services” or “Scope of Work” means the services and the scope of work detailed in Exhibit A, it includes and is not limed to pay per click management services; all services may be amended by the parties in writing from time to time;

1.5 “Service Fees” means ascribed to such term in Exhibit A.

2. Services

2.1 Engagement. Subject to the terms and conditions of this Agreement (including Customer’s obligation to pay for Service access), Provider shall perform the Services listed on Exhibit A.

2.2 Restrictions on Use. Customer agrees, represents, and warrants to Provider, both during and after the term of this Agreement, the following provisions:

(a) Unless expressly authorized in the Permitted Applications, the Service is for the sole use within Customer’s own organization and by Customer’s own employees or agents. The Service may not be shared with affiliates or any third party, including joint marketing arrangements.

(b) Unless expressly authorized in the Permitted Applications, Customer shall not: (i) disclose, use, disseminate, reproduce or publish any portion of the Service in any manner, (ii) permit any parent, subsidiaries, affiliated entities or other third parties to use the Service or any portion thereof (iii) process any portion of the Service or permit any portion of the Service to be processed with other data or software from any other source, (iv) allow access to the Service through any terminals located outside of Customer’s operations, or (v) use the Service to create derivative products.

(c) Customer shall (i) abide by all prevailing federal, state, and local laws and regulations of any kind governing fair information practices and consumers’ rights to privacy, including without limitation any applicable non-solicitation laws and regulations; and (ii) limit access to consumer information to those individuals who have a “need to know” in connection with Customer’s business and will obligate those individuals to acknowledge consumers’ rights to privacy and adhere to fair information practices and consumer’s right to privacy.

(d) Customer shall not use the Service in any way that (i) infringes on any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy, (ii) violates any law, statute, ordinance or regulation, or (iii) is defamatory, trade libelous, unlawfully threatening or unlawfully harassing.

(e) Unless expressly authorized in the Permitted Applications, Customer shall not remove, alter or obscure any proprietary notices in the Service or other materials provided by Provider hereunder and shall reproduce all such notices on all copies or portions thereof; and Customer shall not provide or cause to be provided the Service to a Processor.

2.3 Relationship Between Parties. Provider will act as an independent contractor under the terms of this Agreement and to perform specific Services. Provider shall retain the power and authority to supervise and control performance of the Services by Provider’s employees, including the power to discipline, hire and fire Provider’s employees. Nothing in this Agreement shall be construed to (a) give either Party the power to direct or control the daily activities of the other Party, or (b) constitute the parties as employer and employee, franchisor and franchisee, licensor and licensee / sub licensor, partners, joint venturers, co-owners or otherwise as participants in a joint undertaking. Provider recognizes that the needs of Customer may change over the course of this Agreement, and will accommodate such changing needs with modification of the specified Services by mutual agreement based on an equitable shift in work effort.

2.4 Provision of Information and Personnel. Customer shall make available to Provider such information as is reasonably required for Provider to effectively fulfill and perform the Services. Such information includes, but is not limited to, monthly updates on performance of Services for the duration of this Agreement or any amendments thereto. Notwithstanding the foregoing, Customer agrees to make its team available to Provider according to the relevant areas of responsibility as needed for completing the Scope of Work or Services.

2.5 Failure by Customer of Delivery of Information. Customer shall deliver all information necessary for Provider to perform the Services listed in Exhibit A. In the unlikely event, that Customer cannot deliver the information to Provider, then Customer shall not hold Provider liable for failure of execution of Services listed in Exhibit A.

3. Consulting Fees, Other Fees, Expenses, and Invoices

3.1 Invoice and Payment. Provider shall submit invoices to Customer for the Service Fees at such times and for such periods and upon such payment terms as may be agreed from time to time between the Customer and the Provider. All Service Fees shall be payable in U.S. Dollars.

4. Consideration

4.1 Calculation of Service Fees. In consideration for the Services performed by Provider hereunder, Customer shall pay all Provider’s Costs plus the fees for Services and/or Scope of Work and corresponding payment terms as specified in Exhibit A (collectively, the “Service Fees”). The Service fees shall be paid monthly due upon receiving Provider invoice, unless provided differently in Exhibit A. Service FEES Paid via our E-Commerce Cart are considered PAID in ADVANCE. They are Billed in 30 Day Increments and or Monthly and can be CANCELLED by Providing 30 Days Written Notice prior to Billing Cycle. With any CANCELLATION it is our FIRMS intent to provide full value during the Cancellation Period. However this is not always possible or guaranteed. As Agency / Client Relations always play a factor. Our Agencies intent is to provide a “reasonable level” of service transition to new providers. But we offer no guarantee due to the competitive nature of our industry.

4.2 Billing; Payments; Late Fees. At the beginning of each Provider billing cycle, Provider will invoice Customer for all Fees incurred by Customer during such billing cycle. Customer will pay the invoice in full upon receipt. If full payment is not made, a charge equal to 5 percent (5%) will be added to the balance due, not to exceed the maximum legal limit permitted by law. If Customer becomes thirty (30) or more days past due, the Services shall be suspended until all past due charges are paid, and Customer shall be in default of this Agreement. Customer will continue to be responsible for any monthly minimum charge during any period that Services are suspended or not delivered due to Customer’s breach. If it becomes necessary for Provider to enforce this Agreement through an attorney, collection agency, or directly through small claims court, Customer shall pay all attorney’s fees, agency fees, court costs, and other collections costs, including without limitation post-judgment costs for legal services at trial and appellate levels. Delinquency may affect Customer’s credit rating.

*** Our Agencies preference is to have all Monthly Services PAID in Advance. All Single Project Based Work is 50% Due at Start and 50% Due at Completion. ***

All Marketing and Advertising Services are rendered without Guarantee of ROI. Due to Market Conditions we can never offer a ROI guarantee. We do believe that we can provide predictable results, but with all programs there is a need for clear expectations, and “reasonable” expectations based on industry averages and timeframes.

4.3 Taxes. Each Party shall bear and pay all of its own taxes (including, without limitation, income taxes) arising under applicable laws in connection with the performance of this Agreement.

5. Records

At all times during the term of this Agreement, Customer shall maintain full, complete and accurate books of account and records with regard to its activities under this Agreement.

6. Term; Termination

6.1 Term. The initial term of this Agreement shall be for a period of twelve (12) months, commencing on the Effective Date unless otherwise stated. The Customer shall have the option to automatically renew for additional successive one (1) month terms, unless terminated pursuant to Subsection 6.2 (Termination) of this Agreement.

6.2 Termination. Although this Agreement may not be terminated without cause during the initial term, either party may forego automatic renewal by giving the other party not less than fourteen (30) calendar days written notice of termination prior to the expiration of the then-current term. If either party breaches any provision of this Agreement, the non-breaching party shall, upon providing written notice of such breach, be entitled to immediately terminate this Agreement, provided such breach is not cured within thirty (30) days following such notice. If this Agreement is terminated as a result of a breach, the non-breaching party shall, in addition to its right of termination, be entitled to pursue legal remedies against the breaching party. Notwithstanding the foregoing, if Customer is in breach under Section 4 (Consideration) of this Agreement, Provider may terminate this Agreement effective ten (10) days after giving Customer written notice of such default, unless Customer shall have remedied the breach within such ten (10) day period.

6.3 Payment upon Expiration or Earlier Termination. Upon the expiration or termination of this Agreement as set forth above in Subsections 6.1 (Term) and 6.2 (Termination), Customer shall pay Provider in full for products delivered and services performed or scheduled to be performed by Provider under this Agreement prior to the effective date of such expiration or termination. Due to the particular nature of the Online / Digital Marketing realm, most services are provided 30 Days in advance. As we are developing content, campaigns, and other marketing elements in advance of delivery and result. Due to the inherent nature and atmosphere within the Digital Marketing Industry “Provider” can and will use “Independent Contractors or (IC)” to assist in the delivery of services. It is customary to pay for these “independent contractors (IC)” services in advance. No refunds or cancellations will be granted “ever” where (IC) has been paid in advance. It is the intent of our Agency to deliver full value where applicable and possible. If it is not possible to deliver actual contracted service, this agency shall attempt to “make good” in equal value for similar or like services during the termination phase.

7. Use and Training

Customer shall limit use of the Service to its employees who have been appropriately trained.

8. Third Party Use

If the Permitted Applications include providing a Service to End Users, Customer agrees to contractually require all End Users to sign an agreement with substantially similar terms to this Agreement. Customer warrants that in no event shall End Users’ use of the data be unrestricted or expand beyond the Permitted Applications of this Agreement. This Section is not intended to provide the Service to End Users unless specifically provided for in the Permitted Applications. Customer shall be liable for any violation of the terms and conditions of this Agreement on behalf of the End Users, or Processor arising out of End Users’, or Processor’s use of the Service as defined under this Agreement.

9. Proprietary Information

The Proprietary Information is and shall remain the sole and exclusive property of Provider and Customer. Either party shall have only the limited rights with respect to the Proprietary Information expressly granted in this Agreement, and all rights not expressly granted by the other party are reserved. Each party agrees that only the other party shall have the right to alter, maintain, enhance or otherwise modify the Proprietary Information. Either party shall not disassemble, decompile, manipulate or reverse engineer the Proprietary Information and shall take all necessary steps to prevent such disassembly, decompiling, manipulation or reverse engineering of the Proprietary Information. Under no circumstances shall either party sell, Services, publish, display, copy, distribute, or otherwise make available the Proprietary Information in any form or by any means, except as expressly permitted by this Agreement, including without limitation the transfer to a third party or, if not expressly prohibited by this Agreement, as allowed under the fair use provision of the Copyright Act, 17 U.S.C. § 107. Each party will take all reasonable steps, in accordance with the best industry practices, to protect the security of the Proprietary Information and to prevent unauthorized use or disclosure. Each party is responsible for all access to and use of the Proprietary Information by the other party’s employees or agents or by means of the other party’s equipment or usernames and passwords, whether or not the other party has knowledge of or authorizes such access or use.

10. Consumer Privacy

Customer acknowledges that the Service, while comprised in part of data keyed in by the Customer, describes information that may be deemed to be sensitive information by some consumers. It is the policy of Provider to respect the request of consumers to remove their name, mailing address, e-mail address or telephone number from use in solicitation. Customer’s agreement to comply with this policy is an integral condition to Provider entering into this Agreement.

11. Provider Warranties, Indemnification & Disclaimers

Provider hereby represents and warrants that it has (a) qualified personnel, appropriate facilities and adequate resources in order to discharge the Services in a timely and efficient manner, and (b) the necessary experience required to perform the Services in a competent and professional manner. EXCEPT AS OTHERWISE STATED IN THIS SECTION, THE SERVICE IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Provider NEITHER ASSURES NOR ASSUMES ANY LIABILITY TO ANY PERSON OR ENTITY FOR THE PROPER PERFORMANCE OF SERVICES. Provider DOES NOT REPRESENT OR WARRANT THAT THE SERVICE IS COMPLETE OR FREE FROM ERROR, AND DOES NOT ASSUME, AND EXPRESSLY DISCLAIMS, ANY LIABILITY TO ANY PERSON OR ENTITY FOR LOSS OR DAMAGE CAUSED BY ERRORS OR OMISSIONS IN THE SERVICE, WHETHER SUCH ERRORS OR OMISSIONS RESULT FROM NEGLIGENCE, ACCIDENT, OR OTHER CAUSE.

12. Provider’s Limitation Of Liability

Provider SHALL HAVE NO LIABILITY UNDER OR IN ANY WAY RELATED TO THIS AGREEMENT FOR ANY LOSS, LOSS OF PROFIT OR REVENUE OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL OR EXEMPLARY DAMAGES, EVEN IF Provider IS AWARE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY.

13. Customer’s Indemnification

Customer and Provider agree to indemnify, defend and hold the other harmless from and against all third party claims, losses, liabilities, costs and expenses arising out of or related to the use of the Service by the other party, or attributable to the other party’s breach of this Agreement, provided that the party gives the other party prompt written notice of any such claim.

14. General Provisions

14.1 Proprietary Marks. Neither party will use, or permit their respective employees, agents and subcontractors to use the trademarks, service marks, copyrighted material, logos, names, or any other proprietary designations of the other party, or the other party’s affiliates, whether registered or unregistered, without such other party’s prior written consent.

14.2 Entire Agreement. This Agreement constitutes the entire agreement between the parties, and supersedes any prior understanding or agreement, oral or written, relating to the Service. Any alterations to this agreement must be in writing and signed by both parties.

14.3 Severability. If any of the provisions of this Agreement becomes invalid, illegal or unenforceable in any respect under any law, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.

14.4 Waiver; Modifications. No waiver by either party of any breach by the other party of any of the provisions of this Agreement shall be deemed a waiver of any preceding or succeeding breach of the same or any other provision hereof. No such waiver shall be effective unless in writing and then only to the extent expressly set forth in writing. No modifications of this Agreement shall be effective unless in writing and signed by both parties.

14.5 Survival. The following sections shall survive expiration or termination of the Agreement and shall continue in full force and effect until fully satisfied: 3, 4, 6, 11, 12, 13, 14.

14.6 Execution. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. A signature on a copy of this Agreement received by either party by facsimile or PDF is binding upon the other party as an original. The parties shall treat a photocopy of such facsimile as a duplicate original. If this Agreement is executed in counterparts, no signatory hereto shall be bound until all parties hereto have duly executed or caused to be dully executed a counterpart of this Agreement. The individuals signing below represent that they are duly authorized to do so by and on behalf of the party for whom they are signing. Signing or acceptance of this T&C agreement can also be facilitated by the execution of any of our e-commerce cart checkout processes. Clicking the BUY or PAY Buttons constitutes acceptance of these Terms & Conditions. Without Limitation.

14.7 Governing Law and Forum; Attorneys’ Fees. The interpretation and construction of this Agreement, and all matters relating hereto, shall be governed by the laws of the State of Utah applicable to agreements executed and to be performed solely within such State. Any dispute arising hereunder shall be settled in a court of law in the County of Pasco, in the State of Florida. Each of the parties agrees that it shall not seek a jury trial in any proceeding based upon or arising out of or otherwise related to this Agreement or any of the other documents and instruments contemplated hereby and each of the parties hereto waives any and all right to such jury trial. The prevailing party shall be awarded its reasonable attorney’s fees and costs in any lawsuit arising out of or related to this Agreement.

14.8 Relationship of Parties. Neither party is nor shall be a partner, joint-venturer, agent or representative of the other party solely by virtue of this Agreement. Neither party has the right, power or authority to enter into any contract or incur any obligation, debt or liability on behalf of the other party.

14.9 Uncontrollable Events. No party shall be liable for any delay or failure in its performance of any of the acts required by this Agreement when such delay or failure arises for reasons beyond the reasonable control of such party. The time for performance of any act delayed by such causes shall be postponed for a period equal to the delay; provided, however, that the party so affected shall give prompt notice to the other party of such delay. The party so affected, however, shall use its best efforts to avoid or remove such causes of nonperformance and to complete performance of the act delayed, whenever such causes are removed.

14.10 Assignment. Customer may not assign or transfer this Agreement or any rights or obligations under this Agreement without the prior written consent of Provider, which shall not be unreasonably withheld.

14.11 Notices. Any notice or other communication required or permitted under this Agreement shall be sufficiently given if delivered in person or sent by one of the following methods: (a) registered U.S. mail, return receipt requested (postage prepaid); (2) certified U.S. mail, return receipt requested (postage prepaid); or (3) commercially recognized overnight service with tracking capabilities. All notices must be sent to the address as shown on the signature page of this Agreement, or to such other address or number as shall be furnished in writing by any such party. Due to the Digital Nature of our Industry, other Cancellation Communications can and will be accepted by Email Communication sent to support@marketingmousetrap.com – It is required to ENTER “PLEASE CANCEL SERVICE SUBSCRIPTIONS” in the Subject Line of said Emails. No verbal communication will be accepted. This is without exception, unless otherwise agreed and communicated in writing from a Principal of the “Providers” Agency.

14.12 Miscellaneous. Headings at the beginning of each section and subsection are solely for convenience and are not intended to be a part of this Agreement and shall have no effect upon the construction or interpretation of any part hereof. Whenever required by the context of this Agreement, the singular shall include the plural and the masculine shall include the feminine, and vice versa. This Agreement shall not be construed as if it had been prepared by either party, but rather as if it were jointly prepared. In the event that any action required by the parties hereto does not occur on a business day, the action shall be taken on the next succeeding business day thereafter. The parties hereto do not intend to confer any benefit hereunder on any person or entity other than the parties hereto and, therefore, there are no third party beneficiaries to this Agreement. The Exhibits and related Appendices to this Agreement constitute integral parts of this Agreement and are hereby incorporated into this Agreement by this reference.

15. Money Back Guarantee

If during the first 30 days of the Effective Date, Customer is not satisfied with Provider's service, at Customer's sole discretion, the Customer can request a full money refund and terminate this agreement.

If Customer chooses to exercise the Money Back Guarantee, a notice needs to be emailed to MMT Media, Florida at invoices@marketingmousetrap.com or Mailed directly to our Mailing Address found on our Contact Page. It must be dated within 30 days of the Effective Date. It is at the Sole Discretion of our Agency to Grant the Refund after Careful Review, it is not however in anyway a guarantee to grant refund.

*** Please see our Warranties and Disclaimers Sections or Pages. ***

16. Performance Guarantee

If Customer’s Service includes a “Performance Guarantee” under the selected plan in Exhibit A, Provider guarantees that after the initial term is paid in full, Customer will be satisfied with the results, or else Provider will continue to work on Customer’s internet marketing for free during a 60 Day evaluation period.

What this Guarantee means is that if Customer is not satisfied with the results, Provider will waive the monthly service and support fees for a two-month evaluation period. During the evaluation period, any tracking will be evaluated on the website to allow data to be collected. At the end of the evaluation period, Provider will show Customer the data on the number of visits, likes, contacts etc. generated per month by Customer’s website. If Provider agrees that the number of contacts per month is not satisfactory, Provider, at their discretion, can continue to waive the monthly service and support fee while working to get the number to a satisfactory level or provider can terminate the unpaid evaluation period. If, on the other hand, Provider reasonably believes Customer’s website is generating a satisfactory number of contacts per month, then Provider will resume charging the monthly service and support fee. Because Provider must have full control of Customer’s website in order to implement Provider’s internet marketing strategies, unless Provider gives prior written authorization, Provider’s Guarantee will no longer apply under the following circumstances: (a) Customer moves the website off Provider’s hosting servers; (b) Customer redirect the primary marketing domain away from Provider’s hosting servers or allows it to expire; (c) Customer hires another company or person for their internet marketing and they make changes to the website; or (d) Customer has a pre-existing or additional website competing against the website Provider has built for Customer.

EXHIBIT A

1. Provider Services

Customer's service plan and pricing is outlined in the "Digital Marketing Service Proposal and Agreement" or “E-Commerce Checkout Pages” which remains in effect for the initial term.

2. Service Detail

Customer's service details are outlined in the "Digital Marketing Service Proposal and Agreement" or “E-Commerce Checkout Pages” which remains in effect for the initial term.

3. Permitted Applications

In accordance with the terms and conditions of the Agreement, Customer and other approved third parties as specified below may use the Provider Services solely for the applications specified below.

3.1 Customer’s Use. Customer may use the Provider Services for business purposes.

4. Fees. Customer shall pay Provider the fees specified in the "Digital Marketing Service Proposal and Agreement" or “E-Commerce Checkout Pages” which remains in effect for the initial term each month for the duration of the initial term and auto renewal terms. Without Exclusions.

*** Any errors or exclusions on these Terms and Conditions cannot be considered intentional. If any piece of legal information or verbiage is not available, agency cannot be held responsible due to the “Independent Contractor” atmosphere that exists within the Digital Marketing Realm.

MMT Media, Florida – Terms and Conditions Page for E-Commerce Checkout Pages:

(ALL Terms and Conditions are identical and considered accepted upon CHECKOUT. It is the Customers responsibility to make themselves aware of stated Terms and Conditions.

Verbiage: (On Shopping Cart Receipts)

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Terms & Conditions - Please Review T&C Page

Cancellation Policy: ALL Monthly Services require a 30 Day Written Notice of Termination. All Cancellations on Monthly Services require an Email Cancellation. (Read Above)

Funnel Build & Marketing System Cancellations: ALL Service Agreement and Contract Fees are Considered LUMP Sum regardless of Payment Plans. If a Client Cancels, Terminates or chooses to not follow through with Service Agreements all services will be considered complete and MMT Media, Florida has no further project responsibilities. MMT Media, Florida has a ALL or NOTHING Delivery Policy. If a Client Fails to Pay "ALL" of their Project Agreement Fees, MMT Media has a strictly enforced "personal principle" and company policy to deliver "NOTHING" on the Project. (this Policy is fully at the discretion of MMT). Upon payment the "Client" accepted all of these Terms and Conditions. It is the responsibility of the "Client" to thoroughly read these Terms and Conditions and PAYMENT of SERVICES is considered "Acceptance" of the T&Cs. Under these circumstances MMT will package up all completed materials, images, landing pages and all other "Incomplete" project assets and provide to the "Client" As-Is.  It is common Industry Practice to back-end project deliverables due to CLIENT LOAD. If a Client Cancels during the Back-End Phase MMT has ZERO responsibility to deliver and considers the contract and client to be in a "NO PAY" Status and can be referred our attorney's for collection.


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Notice: It should be noted that it is the "Sole" Responsibility of the Customer to be aware of any policies, privacy policies, disclaimers or terms and conditions. Agency cannot be held responsible for a "failure to research & self inform" on the customers part. This is by no means intended to be deceptive. But due to the Digital Nature of the Internet and Digital Marketing Industry it is common practice to conduct business via Email, Text, Skype, Web Conference etc. and the written documentation trail is often dismissed or overlooked.


MMT Simple Non-Disclosure Agreement
(Reciprocal or Mutual / 2 Way NDA Agreement)

FLORIDA NON-DISCLOSURE AGREEMENT

THIS NON-DISCLOSURE AGREEMENT (the "Agreement") dated this {{current_date}}

BETWEEN:


MMT Media, Florida of 27251 Wesley Chapel Blvd. #401-A Wesley Chapel, Florida, and
David Jamison of 5728 Riva Ridge Drive, Wesley Chapel, Florida
(individually and collectively the "Information Provider")

OF THE FIRST PART

- AND -


Recipient {{nda_form_name}}

B.    In connection with the Permitted Purpose, the Recipient will receive certain confidential information (the 'Confidential Information').

IN CONSIDERATION OF and as a condition of the Information Provider providing the Confidential Information to the Recipient in addition to other valuable consideration, the receipt and sufficiency of which consideration is hereby acknowledged, the parties to this Agreement agree as follows:

Confidential Information

1.     All written and oral information and materials disclosed or provided by the Information Provider to the Recipient under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the Recipient.

2.     'Confidential Information' means all data and information relating to the Information Provider, including but not limited to, the following:

a.      'Business Operations' which includes internal personnel and financial information of the Information Provider, vendor names and other vendor information (including vendor characteristics, services and agreements), purchasing and internal cost information, internal services and operational manuals, and the manner and methods of conducting the Information Provider's business; and

b.     Confidential Information will also include any information that has been disclosed by a third party to the Information Provider and is protected by a non-disclosure agreement entered into between the third party and the Information Provider.

3.     Confidential Information will not include the following information:

a.      Information that is generally known in the industry of the Information Provider;

b.     Information that is now or subsequently becomes generally available to the public through no wrongful act of the Recipient;

c.      Information that the Recipient rightfully had in its possession prior to the disclosure to the Recipient by the Information Provider;

d.     Information that is independently created by the Recipient without direct or indirect use of the Confidential Information; or

e.      Information that the Recipient rightfully obtains from a third party who has the right to transfer or disclose it.

Obligations of Non-Disclosure

4.     Except as otherwise provided in this Agreement, the Recipient must not disclose the Confidential Information.

5.     Except as otherwise provided in this Agreement, the Confidential Information will remain the exclusive property of the Information Provider and will only be used by the Recipient for the Permitted Purpose. The Recipient will not use the Confidential Information for any purpose that might be directly or indirectly detrimental to the Information Provider or any of their affiliates or subsidiaries.

6.     The obligations to ensure and prevent the disclosure of the Confidential Information imposed on the Recipient in this Agreement and any obligations to provide notice under this Agreement will survive the expiration or termination, as the case may be, of this Agreement and those obligations will last indefinitely.

7.     The Recipient may disclose any of the Confidential Information:

a.      to such of its employees, agents, representatives and advisors that have a need to know for the Permitted Purpose provided that:

                                               i.          the Recipient has informed such personnel of the confidential nature of the Confidential Information;

                                             ii.          such personnel agree to be legally bound to the same burdens of non-disclosure and non-use as the Recipient;

                                           iii.          the Recipient agrees to take all necessary steps to ensure that the terms of this Agreement are not violated by such personnel; and

                                           iv.          the Recipient agrees to be responsible for and indemnify the Information Provider for any breach of this Agreement by its personnel.

b.     to a third party where the Information Provider has consented in writing to such disclosure; and

c.      to the extent required by law or by the request or requirement of any judicial, legislative, administrative or other governmental body.

8.     The Recipient agrees to retain all Confidential Information at its usual place of business and to store all Confidential Information separate from other information and documents held in the same location. Further, the Confidential Information is not to be used, reproduced, transformed, or stored on a computer or device that is accessible to persons to whom disclosure may not be made, as set out in this Agreement.

Non-Competition

9.     Other than with the express written consent of the Information Provider, which consent may not be unreasonably withheld, the Recipient will not, from the date of this Agreement until 12 Months from NDA Form Submission Date {{form_date}} be directly or indirectly involved with a business which is in direct competition with the business lines of the Information Provider that are the subject of this Agreement.

10.  From the date of this Agreement until (12 Months)  the Recipient will not divert or attempt to divert from the Information Provider any business the Information Provider had enjoyed, solicited, or attempted to solicit, from their customers, at the time the parties entered into this Agreement.

Ownership and Title

11.  Nothing contained in this Agreement will grant to or create in the Recipient, either expressly or impliedly, any right, title, interest or license in or to the intellectual property of the Information Provider.

Remedies

12.  The Recipient agrees and acknowledges that the Confidential Information is of a proprietary and confidential nature and that any disclosure of the Confidential Information to a third party in breach of this Agreement cannot be reasonably or adequately compensated for in money damages and would cause irreparable injury to the Information Provider. Accordingly, the Recipient agrees that the Information Provider is entitled to, in addition to all other rights and remedies available to them at law or in equity, an injunction restraining the Recipient, any of its personnel, and any agents of the Recipient, from directly or indirectly committing or engaging in any act restricted by this Agreement in relation to the Confidential Information.

Return of Confidential Information

13.  The Recipient will keep track of all Confidential Information provided to it and the location of such information. The Information Provider may at any time request the return of all Confidential Information from the Recipient. Upon the request of the Information Provider, or in the event that the Recipient ceases to require use of the Confidential Information, or upon the expiration or termination of this Agreement, the Recipient will:

a.      return all Confidential Information to the Information Provider and will not retain any copies of this information;

b.     destroy or have destroyed all memoranda, notes, reports and other works based on or derived from the Recipient's review of the confidential information; and

c.      provide a certificate to the Information Provider that such materials have been destroyed or returned, as the case may be.

Notices

14.  In the event that the Recipient is required in a civil, criminal or regulatory proceeding to disclose any part of the Confidential Information, the Recipient will give to the Information Provider prompt written notice of such request so the Information Provider may seek an appropriate remedy or alternatively to waive the Recipient's compliance with the provisions of this Agreement in regards to the request.

15.  If the Recipient loses or makes unauthorized disclosure of any of the Confidential Information, the Recipient will immediately notify the Information Provider and take all reasonable steps necessary to retrieve the lost or improperly disclosed Confidential Information.

16.  Any notices or delivery required in this Agreement will be deemed completed when hand-delivered, delivered by agent, or seven (7) days after being placed in the post, postage prepaid, to the parties at the addresses contained in this Agreement or as the parties may later designate in writing.

17.  The address for any notice to be delivered to any of the parties to this Agreement is as follows:

a.      MMT Media, Florida:
​27251 Wesley Chapel Blvd 401-A
Wesley Chapel
Florida
33544

b.     David Jamison:
5728 Riva Ridge Drive
Wesley Chapel
Florida
33544

c.      RECIPIENT [ Name will appear in the GR NDA FORM Submission ]  {{form_name}}
Address: (See Form)

Representations

18.  In providing the Confidential Information, the Information Provider makes no representations, either expressly or impliedly as to its adequacy, sufficiency, completeness, correctness or its lack of defect of any kind, including any patent or trademark infringement that may result from the use of such information.

Termination

19.  Either party may terminate this Agreement by providing written notice to the other party. Except as otherwise provided in this Agreement, all rights and obligations under this Agreement will terminate at that time.

Assignment

20.  Except where a party has changed its corporate name or merged with another corporation, this Agreement may not be assigned or otherwise transferred by either party in whole or part without the prior written consent of the other party to this Agreement.

Amendments

21.  This Agreement may only be amended or modified by a written instrument executed by both the Information Provider and the Recipient.

Governing Law

22.  This Agreement will be construed in accordance with and governed by the laws of the State of Florida.

General Provisions

23.  Time is of the essence in this Agreement.

24.  This Agreement may be executed in counterparts.

25.  Headings are inserted for the convenience of the parties only and are not to be considered when interpreting this Agreement. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.

26.  The clauses, paragraphs, and subparagraphs contained in this Agreement are intended to be read and construed independently of each other. If any part of this Agreement is held to be invalid, this invalidity will not affect the operation of any other part of this Agreement.

27.  The Recipient is liable for all costs, expenses and expenditures including, and without limitation, the complete legal costs incurred by the Information Provider in enforcing this Agreement as a result of any default of this Agreement by the Recipient.

28.  The Information Provider and the Recipient acknowledge that this Agreement is reasonable, valid and enforceable. However, if a court of competent jurisdiction finds any of the provisions of this Agreement to be too broad to be enforceable, it is the intention of the Information Provider and the Recipient that such provision be reduced in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable, bearing in mind that it is the intention of the Recipient to give the Information Provider the broadest possible protection against disclosure of the Confidential Information.

29.  No failure or delay by the Information Provider in exercising any power, right or privilege provided in this Agreement will operate as a waiver, nor will any single or partial exercise of such rights, powers or privileges preclude any further exercise of them or the exercise of any other right, power or privilege provided in this Agreement.

30.  This Agreement will inure to the benefit of and be binding upon the respective heirs, executors, administrators, successors and assigns, as the case may be, of the Information Provider and the Recipient.

31.  This Agreement constitutes the entire agreement between the parties and there are no further items or provisions, either oral or otherwise.

IN WITNESS WHEREOF MMT Media, Florida, David Jamison "information provider" and "recipient"

 have duly affixed their "digitally" on this day {{form_submssion_date}}

MMT Media, Florida (Information Provider)


"OSP Partners, Strategic & JV Partners" (Recipient)

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