THIS NONDISCLOSURE AGREEMENT (the “Agreement”) is made as of {date} (the “Effective Date”) by and between Jewish Federation of Greater MetroWest NJ, a New Jersey nonprofit corporation, with its principal place of business located at 901 Route 10, Whippany, New Jersey 07981 (“the Company”) and {name} (the “Recipient”) (each, a “Party” and together, the “Parties”.

WITNESSETH:

WHEREAS, in connection while using in an educational setting within your programming and not to be sent outside of your institution, the Recipient has Requested, or will request, Confidential Information (as defined below) from the Company; and

WHEREAS, the Company considers its Confidential Information to be proprietary and/or confidential and requires certain assurances from the Recipient as a condition of furnishing the Confidential Information to it;

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration of the receipt and sufficiency of which is hereby acknowledged, the Parties hereto hereby agree as follows.

1. Definition of Confidential Information. “Confidential Information” means any and all information whether marked or disclosed as confidential that is disclosed by or on behalf of the Company (whether in writing, orally or by another means) or its affiliates or representatives including, without limitation, (i) all forms and types of financial and business information including financial information, books, and records, cost information, contacts, agreements or sharing of virtual links, photographs of the StoryFile or its links, and whether or how stored, compiled, or memorialized physically, electronically, graphically, or in writing; (ii) information traditionally recognized as proprietary trade secrets; and (iii) all copies of any of the foregoing or any analyses, studies or reports that contain, are based on, or reflect any of the foregoing.
2. Confidentiality and Use. At all times the Recipient shall protect and preserve the Confidential Information as confidential, using no less care than that with which it protects and preserves its own highly confidential and proprietary information (but in no event less than a reasonable degree of care), and shall not use the Confidential Information for any purpose except for the Purpose. The Recipient may disclose, distribute or disseminate the Confidential Information to any of its officers, directors, members, managers, partners, employees, agents, attorneys, consultants, accountants or other persons (its “Representatives”) provided that the Recipient reasonably believes that those Representatives have a need to know and such Representatives are bound by confidentiality obligations at least as restrictive as those contained herein. The Recipient shall not disclose, distribute or disseminate the Confidential Information to any third party without the prior written consent of the Company. The Recipient shall at all times remain responsible for any violations of this Agreement by any of its Representatives.
3. Return of Confidential Information. Promptly following the request of the Company, the Recipient and its Representatives shall return to the Company, or, at the Company’s option, destroy all materials that are in written, electronic or other tangible form (including, without limitation, all written or printed documents, notes, memoranda, email, computer disks or tapes (whether machine or user readable), or computer memory, whether or not prepared by the Recipient) that contain, summarize or abstract any portion of the Confidential Information, including, without limitation, all copies, extracts and derivations of such materials. In addition, upon the request of the Company, the Recipient shall certify to the Company in writing the Recipient’s  and its Representatives’ compliance with its obligations pursuant to this Section 3.
4. Ownership of Confidential Information. The Recipient acknowledges and agrees that, as between the Recipient and the Company, the Confidential Information, together with all intellectual property rights embodied therein (including, but not limited to, all patent rights, inventions (whether patentable or not), concepts, ideas, algorithms, formulae, processes, methods, techniques, copyrights, copyrightable works, trade secrets, know-how, and trademarks), are the sole and exclusive property of the Company. The Company shall retain all right and title to all proprietary rights in the Confidential Information and to any other intellectual property owned or otherwise provided by the Company. The Recipient shall not have the right to use the intellectual property rights embodied in the Confidential Information for any purpose other than the Limited Purpose.
5. Exclusions from the Definition of “Confidential Information”. The term ”Confidential Information” does not include information which: (a) is or becomes generally available to the public other than as a result of disclosure by the Recipient or its Representatives (or any person to whom the Recipient or its Representatives disclosed such information); (b) was known by the Recipient prior to its disclosure by the Company; (c) was independently developed by the Recipient without use of the Confidential Information; or (d) becomes available to the Recipient on a non-confidential basis from a source other than the Company, provided that such source is not bound by a confidentiality agreement, confidentiality obligation or fiduciary duty which prohibits disclosure and the Recipient has no reason to believe that such a source may be restricted from making such disclosure.
6. Compelled Disclosure. In the event the Recipient becomes or may become legally compelled to disclose any Confidential Information (whether by deposition, interrogatory, request for documents, subpoena, civil investigative demand or other process or otherwise), the Recipient shall provide to the Company prompt prior written notice of such requirement so that the Company may seek a protective order or other appropriate remedy and/or waive compliance with the terms of this Agreement. In the event that such protective order or other remedy is not obtained, or that the Company waives compliance with the provisions hereof, the Recipient shall furnish only that portion of the Confidential Information which it is advised by counsel is legally required to be disclosed, and shall use its best efforts to insure that confidential treatment shall be afforded such disclosed portion of the Confidential Information.
7. Specific Performance and Injunctive Relief. The Recipient acknowledges that in the event of a breach of this Agreement by the Recipient or its Representatives, substantial injury would result to the Company and money damages will not be a sufficient remedy for such breach. Therefore, in the event that the Recipient or its Representatives engage in, or threaten to engage in any act which violates any provision of this Agreement, the Company shall be entitled to, in addition to all other remedies which may be available to it under law, to injunctive relief (including, without limitation, temporary restraining orders, or preliminary or permanent injunctions) and specific enforcement of the terms of this Agreement. The Company shall not be required to post a bond or other security in connection with the granting of any such relief.
8. No Warranties; No License; No Reverse Engineering. The Confidential Information is provided “as is” and the Company makes no representations or warranties, express or implied, with respect to the Confidential Information and shall have no liability to the Recipient or any other person or entity for any reliance upon the Confidential Information by the Recipient or any other person or entity for any reliance upon the Confidential Information by the Recipient or such other person or entity. THE COMPANY SPECIFICALLY DISCLAIMS ALL WARRANTIES OF ANY KIND TO RECIPIENT, WHETHER EXPRESS OR IMPLIED, INCLUDING, WIHTOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND THOSE WARRANTIES ARISING FROM A COURSE OF PERFORMANCE, A COURSE OF DEALING OR TRADE USAGE. Nothing contained herein shall be construed, either expressly or implicitly, to grant to the Recipient any rights to technology or license under any patent, copyright, trademark or other intellectual property right, now or hereinafter in existence. The Recipient shall not (i) alter, maintain, enhance or otherwise modify any software included within the Confidential Information; (ii) disassemble, decompile or reverse engineer any such software; (iii) otherwise take action to discover the equivalent of any such software.
9. Governing Law. This Agreement, and all matters arising directly or indirectly from this Agreement, shall be governed by and construed in accordance with the laws of the State of New Jersey, without regard to its conflict of laws rules applicable to contracts to be performed entirely within the State of New Jersey.
10. No Assignment; Modification. This Agreement shall not be assignable or transferable by the Recipient without the Company’s prior written consent. No modification or amendment to this Agreement shall be effective unless it is in writing and signed by an authorized representative of each Party.
11. Entire Agreement and Construction. This Agreement represents the entire Agreement of the Parties hereto pertaining to the subject matter of this Agreement, and supersedes any and all prior oral discussions and/or written correspondence or agreements between the Parties with respect thereto. The Parties acknowledge that this is an agreement resulting from negotiations involving parties represented by independent counsel, so the Parties agree that any rule stating that ambiguous language shall be construed against the drafter will not be applicable.
12. Headings and Captions. Subject headings and captions are included for convenience purposes only and shall not affect the interpretation of this Agreement.
13. Severability. The illegality, invalidity, or unenforceability of such provision shall not in any manner affect or render illegal, invalid or unenforceable any other provision of this Agreement, and that provision, and this Agreement generally, shall be reformed, construed and enforced so as to most nearly give lawful effect to the intent of the parties as expressed in this Agreement.
14. Counterparts. This Agreement may be executed in counterparts (which may be exchanged by facsimile, each of which shall be deemed an original, but which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the Parties have caused this Nondisclosure Agreement to be executed by their duty authorized representatives as of the Effective Date.