Last updated: November 3, 2021
This Confidentiality Agreement (this "Agreement") is made effective as of September 22, 2020, between Fierro Marketing Solutions, LLC., of Chandler, Arizona, and people who sign up to be a member of www.SeniorSalesUniversity.com and its affiliated sites (app.dfycrm.com) and courses.
The owner is Fierro Marketing Solutions, LLC. who is engaged in offering a Customized GoHighLevel CRM, additional tools and Virtual Sales Training.
The client is defined as somebody who is or has signed up are engaged in Direct to Consumer Sales or recruiting agents who are involved in Direct to Consumer Sales and is an active paying member of app.dfycrm.com and seniorsalesuniversity.com.
To protect the Owners GoHighLevel CRM customization from being replicated or copied in other accounts pertaining to campaigns, triggers, workflow, additional integrated tools, sales scripts, CRM training, and Sales Training through the Sales University, the Owner has requested and the Client agrees (by way of being a paying member) that the Client will protect the confidential material and intellectual property which may be disclosed between the Owner and the Client. Therefore, the parties agree as follows:
I. CONFIDENTIAL INFORMATION. The term "Confidential Information" means any information or material which is proprietary to Fierro Marketing Solutions, LLC., whether or not owned or developed by Fierro Marketing Solutions, LLC., which is not generally known other than by Fierro Marketing Solutions, LLC., and which The Client may obtain through any direct or indirect contact with Fierro Marketing Solutions, LLC..
A. Confidential Information includes without limitation:
- business records and plans
- trade secrets
- intellectual property and build outs
- technical information
- product design information
- source code and/or object code
and other proprietary information.
B. Confidential Information does not include:
- matters of public knowledge that result from disclosure by Fierro Marketing Solutions, LLC.
- information rightfully received by The Client from a third party without a duty of confidentiality
- information independently developed by The Client
- information disclosed by operation of law
- information disclosed by The Client with the prior written consent of Fierro Marketing Solutions, LLC.
and any other information that both parties agree in writing is not confidential.
II. PROTECTION OF CONFIDENTIAL INFORMATION. The Client understands and acknowledges that the Confidential Information has been developed or obtained by Fierro Marketing Solutions, LLC. by the investment of significant time, effort and expense, and that the Confidential Information is a valuable, special and unique asset of Fierro Marketing Solutions, LLC. which provides Fierro Marketing Solutions, LLC. with a significant competitive advantage, and needs to be protected from improper disclosure. In consideration for the disclosure of the Confidential Information, The Client agrees to hold in confidence and to not disclose the Confidential Information to any person or entity without the prior written consent of Fierro Marketing Solutions, LLC.. In addition, The Client agrees that:
No Copying/Modifying. The Client will not copy or modify any Confidential Information without the prior written consent of Fierro Marketing Solutions, LLC..
Application to Employees. Further, The Client shall not disclose any Confidential Information to any employees of The Client, except those employees who are required to have the Confidential Information in order to perform their job duties in connection with the limited purposes of this Agreement. Each permitted employee to whom Confidential Information is disclosed shall sign a non-disclosure agreement substantially the same as this Agreement at the request of Fierro Marketing Solutions, LLC..
Unauthorized Disclosure of Information. If it appears that The Client has disclosed (or has threatened to disclose) Confidential Information in violation of this Agreement, Fierro Marketing Solutions, LLC. shall be entitled to an injunction to restrain The Client from disclosing, in whole or in part, the Confidential Information. Fierro Marketing Solutions, LLC. shall not be prohibited by this provision from pursuing other remedies, including a claim for losses and damages.
Owner agrees that any data imported into the CRM by Client belong only to the Client and cannot be used in any way by the Owner. Data will also be protected in a HIPPA Compliant CRM to add an additional layer of security. Owner will not download data, sell data, re-market to data, or view data without the Clients permission to do so in the event of diagnosing any potential issues or automation designs that Client is requesting the review of from Owner or employed/contracted by Owner.
III. NO WARRANTY. The Client acknowledges and agrees that the Confidential Information is provided on an AS IS basis. FIERRO MARKETING SOLUTIONS, LLC. MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE CONFIDENTIAL INFORMATION AND HEREBY EXPRESSLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL FIERRO MARKETING SOLUTIONS, LLC. BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THE PERFORMANCE OR USE OF ANY PORTION OF THE CONFIDENTIAL INFORMATION. Fierro Marketing Solutions, LLC. does not represent or warrant that any product or business plans disclosed to The Client will be marketed or carried out as disclosed, or at all. Any actions taken by The Client in response to the disclosure of the Confidential Information shall be solely at the risk of The Client.
IV. LIMITED LICENSE TO USE. The Client shall not acquire any intellectual property rights under this Agreement except the limited right to use set out above. The Client acknowledges that, as between Fierro Marketing Solutions, LLC. and The Client, the Confidential Information and all related copyrights and other intellectual property rights, are (and at all times will be) the property of Fierro Marketing Solutions, LLC., even if suggestions, comments, and/or ideas made by The Client are incorporated into the Confidential Information or related materials during the period of this Agreement.
The Owner agrees that any data brought into the CRM by client, whether it be lead or customer data, belongs only to the Client and cannot be kept or used by Owner.
V. GENERAL PROVISIONS. This Agreement sets forth the entire understanding of the parties regarding confidentiality. The obligations of confidentiality shall survive indefinitely from the date of disclosure of the Confidential Information. Any amendments must be in writing and signed by both parties. This Agreement shall be construed under the laws of the State of Utah. This Agreement shall not be assignable by either party, and neither party may delegate its duties under this Agreement, without the prior written consent of the other party. The confidentiality provisions of this Agreement shall remain in full force and effect after the effective date of this Agreement.