MSFDN NON-DISCLOSURE, INTELLECTUAL PROPERTY & MEDIA RELEASE AGREEMENT
This Agreement is entered into and made effective as of (DATE) by and between:
DISCLOSING PARTY: Michael Streete Foundation (MSFDN), with primary addresses at Hugh Cubitt Centre, 48 Collier Street, London, N1 9QZ / 5 Gunnery Terrace, Cornwallis Road, London, SE18 6SW. Registered Number: 1163636 - (hereinafter referred to as "MSFDN" or “Disclosing Party”).
RECEIVING PARTY: (name entered on form), with a primary address at (address entered on form) - (hereinafter referred to as the “Receiving Party”).
1. DEFINITIONS
1.1 CONFIDENTIAL INFORMATION: Refers to all proprietary designs, data, methods, practices, tools, specifications, images, products, drawings, or other oral, electronic, or written information disclosed by MSFDN to the Receiving Party. This includes:
- Business strategies, training materials, programme structures, and unpublished content.
- Apprentice, client, or partner data.
- Internal processes, documents, or communications not publicly available.
1.2 INTELLECTUAL PROPERTY (IP): Includes all inventions, processes, designs, works of authorship, know-how, trade secrets, trademarks, copyrights, and other intellectual property rights, whether registered or unregistered.
2. TERM
This Agreement is effective as of the signing date and remains in force for the duration of the Receiving Party’s relationship with MSFDN. The obligations of confidentiality, IP ownership, and non-competition clauses shall survive indefinitely.
3. CONFIDENTIALITY
3.1 The Receiving Party agrees to:
- Keep all Confidential Information strictly confidential.
- Use Confidential Information solely for MSFDN-related purposes.
3.2 Exemptions: These confidentiality obligations do not apply if the information:
- Becomes publicly available without breach.
- Is lawfully obtained from a third party.
- Is independently developed by the Receiving Party.
4. OWNERSHIP OF INTELLECTUAL PROPERTY
4.1 MSFDN OWNERSHIP: All Intellectual Property shared by MSFDN or created in collaboration with MSFDN remains the exclusive property of MSFDN.
4.2 CREATED IP: Any Intellectual Property developed by the Receiving Party in connection with MSFDN’s work is assigned to MSFDN.
5. USE, LIMITATIONS & MEDIA RELEASE
5.1 Use of MSFDN Intellectual Property:
- The Receiving Party may only use MSFDN’s IP with written permission.
- MSFDN’s materials cannot be modified, replicated, or distributed.
5.2 Media Consent & Release: The Receiving Party grants MSFDN permission to record, photograph, or film them for:
- MSFDN’s website, social media, and marketing materials.
- Press releases, publications, and training content.
5.3 No Compensation for Media Use: The Receiving Party waives any right to financial compensation for media use.
5.4 Withdrawal of Consent: Consent withdrawal must be provided in writing. Previously published materials cannot be retracted.
6. NON-COMPETITION
The Receiving Party agrees that for two (2) years after this Agreement, they will not:
- Use MSFDN’s proprietary information for personal gain or in external projects.
- Replicate or distribute MSFDN’s unique ideas, programmes, or materials.
7. COMPLIANCE AND SECURITY
7.1 The Receiving Party must comply with:
- Safeguarding policies for young and vulnerable individuals.
- Data protection laws, including GDPR.
- Ethical and professional conduct standards.
7.2 Data Security: Any stored data must be securely deleted upon termination.
8. REMEDIES FOR BREACH
8.1 The Receiving Party must inform MSFDN of any unauthorized disclosure.
8.2 MSFDN reserves the right to seek legal action, including injunctive relief.
9. GOVERNING LAW & JURISDICTION
9.1 This Agreement is governed by the laws of the jurisdiction where MSFDN operates.
9.2 Dispute Resolution: Parties agree to attempt resolution via negotiations. If unresolved, disputes will be handled through arbitration or court jurisdiction.
9.3 Compliance with International Laws: Both parties agree to comply with all relevant international laws regarding intellectual property and data protection.
10. ENTIRE AGREEMENT
This document represents the full understanding between the parties and supersedes prior agreements. Any amendments must be in writing and signed by both parties.
ACKNOWLEDGEMENT AND AGREEMENT
By signing below, the Receiving Party acknowledges they have read, understood, and agreed to the terms of this Agreement.