Toniic Guest Non-Disclosure Agreement

This non-disclosure agreement ("Agreement") is made by and between Toniic Institute, a Section 501(c)(3) nonprofit corporation ("Toniic" or "we" or "us") and the individual or organization whose name appears below (a "Toniic Guest" or "you" or "I"):


In consideration of mutual promises herein, you and Toniic hereby agree as follows:

Purpose and Definitions

 

Purpose. This Agreement is intended to protect your confidential information and the confidential information of other Toniic Members, while authorizing you to participate in a Toniic Event and engage with Toniic Members presenting their Member Information.

 

Definitions. 

 

“Member” refers to an individual or institution that pays a membership fee in exchange for access to the Toniic membership platform and other benefits. 


“Member Information” means the fact that any person is a Member and any confidential information about a Member, including, but not limited to: personal information; investment portfolio and asset size; any information disclosed by a Member in web conference recordings; information disclosed by a Member and identified as confidential at the time of disclosure; and any other information that would, under the circumstances, appear to a reasonable person to be confidential.  Member Information shall not include: information that a Member or a Member’s company, directors, advisers or employees discloses that would, under the circumstances, appear to a reasonable person to be on a non-confidential basis; information that was in the public domain at the time of disclosure; information that comes into the public domain through no fault of your own nor Toniic's; information that is now or later lawfully received from Toniic or a third party entitled to disclose the information and not subject to any obligation of confidentiality; information that you or Toniic are required to disclose, retain, or maintain by law or any regulatory or government authority.    

 

“Toniic Event" is an in-person meeting, conference call, or web conference organized by Toniic.



Your Commitments to Toniic


As a condition of participating in the Toniic Event, you commit to:

 

Maintaining Confidentiality of Member Information.  You agree to keep confidential the Member Information and to take all reasonable steps to preserve the confidential nature of such Member Information.  You shall not make use of or disclose to any third party the Member Information except for the purposes described in this agreement.  You shall take reasonable measures to protect the secrecy of and avoid disclosure or use of Member Information in order to prevent it from falling into the public domain or the possession of persons other than those persons authorized under this Agreement to have any such information.  Such measures shall include the degree of care that you utilize to protect your own confidential information.  You agree not to store hard copies of Member Information.      

 

Authorized Uses of Member Information. You agree to use Member Information solely for your own educational purposes and personal investment activities.


  

Miscellaneous Provisions

 

Common Interest Agreement.  To the extent that any Member Information provided or made available hereunder may include material subject to the attorney-client privilege, work product doctrine or any other applicable privilege concerning pending or threatened legal proceedings or governmental investigations, you and Toniic understand and agree that the parties have a commonality of interest with respect to such matters and it is our desire, intention and mutual understanding that the sharing of such material is not intended to, and shall not, waive or diminish in any way the confidentiality of such material or its continued protection under the attorney-client privilege, work product doctrine or other applicable privilege.


Indemnification. You agree to defend, indemnify, and hold harmless Toniic and its officers, directors, employees, agents, and successors from any and all claims, causes of action, losses, liabilities, and expenses (including, but not limited to, reasonable attorney fees) arising out of any breach of this Agreement by you.

 

Notices.  Any communication from you to Toniic required or permitted under this Agreement shall be sent via email to 100IMPACT@toniic.com or via first class mail to Toniic Institute,  901 Mission St. Suite 205, San Francisco, CA 94103.

 

Term.  The obligations contained in this Agreement shall survive beyond your participation in a Toniic Event.

 

Assignability.  Neither this Agreement nor any rights hereunder shall be assignable or transferable, in whole or in part, by you or by Toniic. 

 

Entire Agreement.  This Agreement constitutes the entire agreement between the parties relating to this subject matter and supersedes all prior or simultaneous representations, discussions, negotiations, and agreements, whether written or oral. This Agreement may be amended or modified only if made in writing and signed by both parties.  

 

Severability.  In the event that any provision, or any portion thereof, becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, all other provisions of this Agreement shall continue in full force and effect without said provision or portion of said provision.

 

Dispute Resolution. You and Toniic agree that if any dispute arises out of or relates to the validity, enforceability, or breach of this Agreement or the subject matter of this Agreement, and if the dispute cannot be settled through negotiation, we will first try in good faith to settle the dispute by mediation before resorting to arbitration, litigation, or some other dispute resolution procedure.

 

Governing Law.  This Agreement shall be governed by and interpreted according to the laws of the State of California.