AAICT TRAINING AGREEMENT
CONFIDENTIAL MATERIAL Contained Throughout This Course
This course contains trade secrets and intellectual properties that could cause damage or monetary loss in the hands of a person who has not gone through formal training sessions with AAICT (American Academy of Integrative Cell Therapy). Therefore, by clicking the box you agreeing to the confidentiality protection clauses within this agreement, and you acknowledge the importance of protecting the contents, trademarks, patented material, and intellectual property contained in this course. To divulge information you learned in class
or from a manual, except for Permitted Purposes of direct patient care, may result in serious economic consequences, and such violation will be punishable by the fullest extent of the law.
1. If you disclose any information or content contained within this course and its contents to anyone not having a need (such as a patient through education), you may be held liable. Violation of this
Confidentiality Agreement could result in legal action.
2. "Confidential Information" means all data and information relating to the content of AAICT courses, either in written or oral format. This includes Intellectual Property such as information relating to the AAICT's proprietary rights prior to any public disclosure of such information, literature analysis, treatment protocols, the status and details of
research and development of products and services, as well as terms in this Agreement.
3. Confidential Information will not include the following information:
- Information that is generally known in the industry of the AAICT;
- Information that is now or subsequently becomes generally available to the public through no wrongful act of the Trainee;
- Information rightly in the possession of the Trainee prior to receiving the Confidential Information from the AAICT;
- Information that is independently created by the Trainee without direct or indirect use of the Confidential Information; or
- Information that the Trainee rightfully obtains from a third party who has the right to transfer or disclose it.
4. Except as otherwise provided in this Agreement, the Confidential Information will remain the exclusive property of the AAICT and will only be used by the Trainee for Permitted Purpose of direct patient care.
5. The Trainee acknowledges and agrees that all rights, title and interest in any Confidential Information will remain the exclusive property of the AAICT. Accordingly, the Trainee specifically agrees and acknowledges that the Trainee will have no interest in the
Confidential Information, including, without limitation, no interest in know-how, copyright, trademarks or trade names, notwithstanding the fact that the Trainee may have created or contributed to the creation of that Confidential Information.
6. The Confidential Information will not include anything developed or produced by the Trainee during the term of this Agreement, including but not limited to intellectual property, process, design, development, creation, research, invention, know-how, trade name, trademarks or copyright that:
- was developed without the use of any equipment, supplies, facility or Confidential Information of the AAICT;
- was developed entirely on the Trainee's own time;
- does not relate to the actual business or reasonably anticipated business of the
- does not relate to the actual or demonstrably anticipated processes, research or
development of the AAICT.
7. The Trainee agrees and acknowledges that the Confidential Information is of a proprietary and confidential nature and that any failure to maintain the confidentiality of the Confidential Information in breach of this Agreement cannot be reasonably or
adequately compensated for in money damages and would cause irreparable injury to the AAICT. Accordingly, the Trainee agrees that the AAICT is entitled to, in addition to all other rights and remedies available to them at law or in equity, an injunction restraining
the Trainee, any of its personnel, and any agents of the Trainee, from directly or indirectly committing or engaging in any act restricted by this Agreement in relation to the Confidential Information.
8. If the Trainee loses or fails to maintain the confidentiality of any of the Confidential Information in breach of this Agreement, the Trainee will immediately notify the AAICT and take all reasonable steps necessary to retrieve the lost or improperly disclosed Confidential Information.
9. 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.
10. This Agreement may only be amended or modified by a written instrument executed by
both the AAICT and the Trainee.
11. This Agreement will be construed in accordance with and governed by the laws of State
12. The Trainee is liable for all costs, expenses and expenditures including, and without limitation, the complete legal costs incurred by the AAICT in enforcing this Agreement as a result of any default of this Agreement by the Trainee.
13. The AAICT and the Trainee 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 AAICT and the Trainee 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 Trainee to give the AAICT the broadest possible protection to maintain the confidentiality of the Confidential Information.
14. No failure or delay by the AAICT 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.
15. 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 AAICT and
16. This Agreement constitutes the entire agreement between the parties and there are no further items or provisions, either oral or otherwise.