Confidentiality Agreement & Code of Ethics
This Confidentiality Agreement with Code of Ethics (the “Agreement”) is by and between Robert A. Needham (“Author” and owner of the Intellectual Property – IP, publicly referred to as the Certified Franchise Advisor (CFA) Course (the “Course”) and You (the “Student”). Individually as “party” and collectively as “parties.” This is a legally binding Agreement.
By signing this Agreement, the Student promises to treat specific information as either copyright, trade secret, or collectively “Confidential Materials” and promises not to disclose Course materials to others without proper authorization. Specifically, this means you will not download and share CFA Course with another person or company. In doing so, you also breach the “Code of Ethics” herein and breach of this Agreement for which the Author could defend his legal rights.
1. Definition of Confidential Information. For purposes of this Agreement, "Confidential Information" shall include all information or material that has or could have commercial value or other utility in the business in which Disclosing Party (also known as Author) is engaged. If Confidential Information is in written form, the Disclosing Party shall label or stamp the materials with the word "Confidential" or some similar warning. If Confidential Information is transmitted orally, the Disclosing Party shall promptly provide a writing indicating that such oral communication constituted Confidential Information.
2. Exclusions from Confidential Information. Receiving Party's (also known as “Student”) obligations under this Agreement do not extend to information that is: (a) publicly known at the time of disclosure or subsequently becomes publicly known through no fault of the Receiving Party; (b) discovered or created by the Receiving Party before disclosure by Disclosing Party; (c) learned by the Receiving Party through legitimate means other than from the Disclosing Party or Disclosing Party's representatives; or (d) is disclosed by Receiving Party with Disclosing Party's prior written approval.
3. Obligations of Receiving Party. Receiving Party shall hold and maintain the Confidential Information in strictest confidence for the sole and exclusive benefit of the Disclosing Party. Receiving Party shall carefully restrict access to Confidential Information themselves and their immediate family, as is reasonably required and shall require those persons to sign nondisclosure restrictions at least as protective as those in this Agreement. Receiving Party shall not, without prior written approval of Disclosing Party, use for Receiving Party's own benefit, publish, copy, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of Disclosing Party, any Confidential Information. Receiving Party shall return to Disclosing Party any and all records, notes, and other written, printed, or tangible materials in its possession pertaining to Confidential Information immediately if Disclosing Party requests, it in writing.
4. Time Periods. The nondisclosure provisions of this Agreement shall survive the termination of this Agreement and Receiving Party's duty to hold Confidential Information in confidence shall remain in effect until the Confidential Information no longer qualifies as a trade secret, copyright, or until Disclosing Party sends Receiving Party written notice releasing Receiving Party from this Agreement, whichever occurs first.
5. CODE OF ETHICS Included:
a. Upon acceptance and use of the CFA designation within the franchise industry, I will seek to “do no harm” to any person or business that I might advise, consult, coach, or broker.
b. As a CFA, I will not hold myself out to be a lawyer, CPA, or financial professional, unless licensed to do so.
c. As a CFA, I will not participate in the raising of capital for businesses, unless properly licensed to do so.
d. As a CFA, I will hold all fellow members of the franchise industry with mutual respect and shall settle all my accounts fairly and on-time.
e. As a CFA, I will not misrepresent or act in a business manner that is not truthful, honest, and trustworthy. I will conduct myself in compliance with all State and Federal Regulations relating to the franchise industry.
f. As a CFA, I will communicate treat with all parties with respect, without prejudice, seeking a fair and equitable outcome and should a dispute arise, we seek to settle such dispute through binding arbitration or a mutually agreeable form of dispute resolution.
These Six Codes of Ethics are not intended to circumvent the authority of any regulator, court, or other governing body.
6. Relationships. Nothing contained in this Agreement shall be deemed to constitute either party a partner, joint venture or employee of the other party for any purpose.
7. Severability. If a court finds any provision of this Agreement invalid or unenforceable, the remainder of this Agreement shall be interpreted so as best to affect the intent of the parties.
8. Integration. This Agreement expresses the complete understanding of the parties with respect to the subject matter and supersedes all prior proposals, agreements, representations, and understandings. This Agreement may not be amended except in a writing signed by both parties.
9. Waiver. The failure to exercise any right provided in this Agreement shall not be a waiver of prior or subsequent rights.
10. This Agreement and each party's obligations shall be binding on the representatives, assigns, and successors of such party. Each party has signed this Agreement through its authorized representative.
Disclosing Party (Author/Course Creator):
Robert A. Needham, JD, PhD
Receiving Party (Student and CFA/LCFA)
An electronic copy is deemed the same as an original. Signatures combined shall be treated as one document.
In Lesson 100, you will find a PDF of this agreement. Please email a signed copy to [email protected]