24/7 Non-Disclosure Agreement:

Please complete the Non-Disclosure Agreement below.

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24/7 Non Disclosure Agreement: THIS AGREEMENT is made and entered into the date listed above by and between 24/7 Education Inc, hereinafter " or “Company," a corporation with its principal place of business at 105 West 125th St - Front 1 #1221, New York, NY, 10027, United States, the party named above (hereinafter "Recipient"), an individual residing at the address listed above. Definitions. For purposes of this Agreement: “Information” shall mean the information presented to Recipient orally or in writing including, without limitation, the Business Plan of Company, financial statements, investor information, and sales/marketing information; and any other information labeled “Confidential” by Company or provided to Recipient by Company with reference to this Agreement, and the contents of any discussions regarding the Company or its services or products. Such Information excludes, however, any information which (i) has been or is obtained by Recipient from a source independent of Company and not desiring such information from Company, (ii) is or becomes generally available to the public other than as a result of an unauthorized disclosure by Recipient or its personnel, or (iii) is independently developed by Recipient without reliance in any way on the Information or Materials provided by Company. “Materials” shall mean all memoranda, notes, records, drawings, manuals, disks or other documents and media (including all copies, extracts and summaries thereof) containing any Information or provided to Recipient by Company with reference to this Agreement. “Authorized Use” means the evaluation of the Information for the purposes of providing the Company certain consulting services regarding mergers and acquisitions and joint ventures. Limited Use. Recipient acknowledges that it is to be given access to the Information and Materials solely for purposes of the Authorized Use. Recipient agrees that (i) it will not use the Information, (ii) it will keep the Information confidential at all times, and (iii) it will not copy or modify the Materials, or any copy, adaptation, transcription, or merged portion thereof, except as expressly authorized by Company. Recipient shall limit its disclosure of the Information and Materials to employees within its own organization whom Company could reasonably expect to have a legitimate need to receive such Information and Materials in order to accomplish the Authorized Use. Proprietary Protection. Company shall have sole and exclusive ownership of all right, title and interest in and to the Information and Materials (including ownership of all copyrights and trade secrets pertaining thereto), subject only to the rights and privileges expressly granted by Company. Company claims and reserves all rights and benefits afforded under federal and international copyright law in all software programs and documentation included in the Materials as copyrighted works. The binary or object code version of such software programs may under no circumstances be reverse-engineered or reverse-compiled without Company’s further written consent. The Information, including the source code version of all software programs that may be included in the Materials, is considered to include valuable trade secrets of Company. Recipient acknowledges that, in the event of any breach of this Agreement, Company may seek any monetary damages (including attorney's fees and expenses reasonably incurred) available under law and shall also be entitled in such event to obtain an injunction against such breach from any court of competent jurisdiction immediately upon request. Company’s right to obtain such relief shall not limit their rights to obtain other remedies. Disclaimer. Except as may otherwise be set forth in a signed, written agreement between the parties, the Company makes no representation or warranty as to the accuracy, completeness, condition, suitability or performance of the Information or Materials, and the Company shall not have any liability whatsoever to Recipient resulting from its use of the Information and Materials. Term and Termination. Upon the earlier of Company’s request or the completion of the Authorized Use, Recipient shall promptly return or destroy all Materials and discontinue all further use of the Information. Upon Company’s request, Recipient shall promptly certify that such action has been taken. The restrictions contained in this Agreement shall remain in effect until one (1) year after the return or destruction of all Materials. Warranties and Representations. Each party represents and warrants to the other that: (a) it has the full right, power, and authority to enter into and perform its obligations under this Agreement, (b) the execution of this Agreement does not and will not violate any other agreement to which it is a party, and (c) this Agreement constitutes a legal, valid, and binding obligation when signed by both parties. General. The interpretation and enforcement of this Agreement shall be governed by the laws of the State of New York. Recipient may not sell, transfer, assign, sublicense or subcontract any right or obligation hereunder without the prior written consent of Company. By signing below, both parties acknowledge understanding and agreement to the extended terms and conditions:

I, ______________________, have reviewed, understood, and agreed to the information and Non-Disclosure agreement below. *

By adding your name below, you are adding your electronic signature, which is the legal equivalent of your manual signature on the Non-Disclosure Agreement below.

(FOR INSTRUCTIONAL DESIGNERS 18 YEARS OLD OR YOUNGER)

I, ______________________, parent/guardian of ___________________________ have reviewed, understood, and agreed to the below information. By adding your name and the name of your minor or the minor you represent below, you are adding your electronic signature, which is the legal equivalent of your manual signature on this Agreement. (FOR TEAM MEMBERS 18 OR YOUNGER)

24/7 Non Disclosure Agreement: Printable Version

THIS AGREEMENT is made and entered into the date listed above by and between 24/7 Education Inc, hereinafter " or “Company," a corporation with its principal place of business at 105 West 125th St - Front 1 #1221, New York, NY, 10027, United States, the party named above (hereinafter "Recipient"), an individual residing at the address listed above.

Definitions. For purposes of this Agreement: “Information” shall mean the information presented to Recipient orally or in writing including, without limitation, the Business Plan of Company, financial statements, investor information, and sales/marketing information; and any other information labeled “Confidential” by Company or provided to Recipient by Company with reference to this Agreement, and the contents of any discussions regarding the Company or its services or products. Such Information excludes, however, any information which (i) has been or is obtained by Recipient from a source independent of Company and not desiring such information from Company, (ii) is or becomes generally available to the public other than as a result of an unauthorized disclosure by Recipient or its personnel, or (iii) is independently developed by Recipient without reliance in any way on the Information or Materials provided by Company. “Materials” shall mean all memoranda, notes, records, drawings, manuals, disks or other documents and media (including all copies, extracts and summaries thereof) containing any Information or provided to Recipient by Company with reference to this Agreement. “Authorized Use” means the evaluation of the Information for the purposes of providing the Company certain consulting services regarding mergers and acquisitions and joint ventures.

Limited Use. Recipient acknowledges that it is to be given access to the Information and Materials solely for purposes of the Authorized Use. Recipient agrees that (i) it will not use the Information, (ii) it will keep the Information confidential at all times, and (iii) it will not copy or modify the Materials, or any copy, adaptation, transcription, or merged portion thereof, except as expressly authorized by Company. Recipient shall limit its disclosure of the Information and Materials to employees within its own organization whom Company could reasonably expect to have a legitimate need to receive such Information and Materials in order to accomplish the Authorized Use.

Proprietary Protection. Company shall have sole and exclusive ownership of all right, title and interest in and to the Information and Materials (including ownership of all copyrights and trade secrets pertaining thereto), subject only to the rights and privileges expressly granted by Company.

Company claims and reserves all rights and benefits afforded under federal and international copyright law in all software programs and documentation included in the Materials as copyrighted works. The binary or object code version of such software programs may under no circumstances be reverse-engineered or reverse-compiled without Company’s further written consent.

The Information, including the source code version of all software programs that may be included in the Materials, is considered to include valuable trade secrets of Company.

Recipient acknowledges that, in the event of any breach of this Agreement, Company may seek any monetary damages (including attorney's fees and expenses reasonably incurred) available under law and shall also be entitled in such event to obtain an injunction against such breach from any court of competent jurisdiction immediately upon request. Company’s right to obtain such relief shall not limit their rights to obtain other remedies.

Disclaimer. Except as may otherwise be set forth in a signed, written agreement between the parties, the Company makes no representation or warranty as to the accuracy, completeness, condition, suitability or performance of the Information or Materials, and the Company shall not have any liability whatsoever to Recipient resulting from its use of the Information and Materials.

Term and Termination. Upon the earlier of Company’s request or the completion of the Authorized Use, Recipient shall promptly return or destroy all Materials and discontinue all further use of the Information. Upon Company’s request, Recipient shall promptly certify that such action has been taken. The restrictions contained in this Agreement shall remain in effect until one (1) year after the return or destruction of all Materials.

Warranties and Representations. Each party represents and warrants to the other that: (a) it has the full right, power, and authority to enter into and perform its obligations under this Agreement, (b) the execution of this Agreement does not and will not violate any other agreement to which it is a party, and (c) this Agreement constitutes a legal, valid, and binding obligation when signed by both parties.

General. The interpretation and enforcement of this Agreement shall be governed by the laws of the State of New York. Recipient may not sell, transfer, assign, sublicense or subcontract any right or obligation hereunder without the prior written consent of Company.

By signing above, both parties acknowledge understanding and agreement to the extended terms and conditions.

24/7 Non-Disclosure Agreement:

Please complete the Non-Disclosure Agreement below.

24/7 Non Disclosure Agreement: Printable Version

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