NDA Non-Disclosure Agreement (NDA)
This Non-Disclosure Agreement ("Agreement") is entered into as of the date of acceptance by and between:
Valeriia Hamlin ("Disclosing Party"),
and Participants ("Receiving Party"),
collectively referred to as "the Parties."
1. Definition of Confidential Information
For purposes of this Agreement, "Confidential Information" includes all information or material that has or could have commercial value or other utility in the business in which the Disclosing Party is engaged.
This includes, but is not limited to:
Dance routines, choreography, and techniques
Class materials and handouts
Instructional videos and recordings
Business strategies and marketing plans
Customer lists and contact information
Pricing and payment details
Any products created by the Disclosing Party, including but not limited to the Heels Foundation Course, tutorials, practices, choreography, projects, and all related materials.
This Agreement applies to all current and future products created by the Disclosing Party, including any dance classes, tutorials, courses, choreography, projects, and other materials (collectively referred to as "Content") shared with or accessed by the Receiving Party.
2. Obligations of Receiving Party
The Receiving Party agrees to the following obligations regarding the Confidential Information:
Non-Disclosure: The Receiving Party shall not disclose the Confidential Information to any third party without the prior written consent of the Disclosing Party.
Non-Use: The Receiving Party shall not use the Confidential Information for any purpose other than participating in the high heels dance classes offered by the Disclosing Party. Specifically, the Receiving Party agrees not to teach, perform, sell, or otherwise exploit the choreography or dance routines for any commercial purpose, including but not limited to resale, sublicensing, or creating derivative works.
Attribution: The Receiving Party shall not post, share, or distribute any part of the choreography, videos, or class materials on social media or other public platforms without proper attribution. Attribution must include the full name of the Disclosing Party, a link to the Disclosing Party's website, and social media handles where applicable, specifically:
- YouTube: @valeriiahamlinx
- Instagram: @valeriiahamlin
- TikTok: @valeriiahamlinx
- Website: valeriiahamlin.com
Prohibition on Recording and Filming: The Receiving Party shall not record, film, or photograph any part of the dance classes, choreography, or instructional videos for personal or commercial use. All materials provided by the Disclosing Party must not be copied, resold, or filmed.
Safeguarding: The Receiving Party shall take all reasonable steps to protect the Confidential Information from unauthorized disclosure or use.
Return or Destruction: Upon termination of participation in the dance classes or upon request from the Disclosing Party, the Receiving Party shall return or destroy all materials containing Confidential Information.
3. Use of Choreography Portfolio
By viewing or accessing any part of the Disclosing Party's choreography portfolio (which may include videos, performances, or other works), the Receiving Party acknowledges that the portfolio is provided for introductory purposes only, to familiarize them with the Disclosing Party's style and experience. The Receiving Party agrees that viewing this portfolio does not grant any rights to use, replicate, share, distribute, perform, or create derivative works from the choreography or content included. The portfolio is confidential, and any unauthorized use or sharing is prohibited unless explicit written permission is granted by the Disclosing Party. This restriction applies to all platforms and media types in which the portfolio is displayed.
4. Digital Copies and Backups
The Receiving Party shall not make any digital copies or backups of the Disclosing Party’s choreography, class materials, or portfolio unless specifically authorized in writing. The Receiving Party shall not store, upload, or distribute any such materials to any cloud service, file-sharing platform, or any other medium unless explicitly permitted by the Disclosing Party. All materials shared by the Disclosing Party are intended solely for personal use and are not to be reproduced or redistributed in any form.
5. Enforcement and Reporting
The Receiving Party agrees to immediately report any suspected or actual breach of this Agreement, including unauthorized distribution, copying, or sharing of materials. The Disclosing Party reserves the right to take all necessary steps to enforce this Agreement, including seeking injunctive relief and legal action. The Receiving Party acknowledges that any violation of this Agreement may result in severe legal consequences, including monetary penalties for the unauthorized use of the choreography, materials, or portfolio.
6. Confidentiality of Business Relationships
The Receiving Party agrees to maintain the confidentiality of all business relationships disclosed by the Disclosing Party, including client names, business strategies, marketing plans, and any other proprietary information related to the business of the Disclosing Party. The Receiving Party shall not solicit, directly or indirectly, any of the Disclosing Party's clients, partners, or collaborators for any competing services, nor shall they share any details about such relationships with third parties without the prior written consent of the Disclosing Party.
7. Exclusions from Confidential Information
The obligations of the Receiving Party under this Agreement shall not apply to information that:
Is or becomes publicly known through no wrongful act of the Receiving Party;
Is rightfully received from a third party without breach of any obligation of confidentiality;
Is independently developed by the Receiving Party without use of or reference to the Confidential Information;
Is approved for release by written authorization of the Disclosing Party.
8. Term and Duration of Restrictions
This Agreement shall commence on the date of acceptance and shall continue in effect until the Confidential Information disclosed to the Receiving Party no longer qualifies as Confidential Information or until terminated by either party with thirty (30) days written notice.
The obligations of the Receiving Party, particularly regarding non disclosure, non-use, and attribution, shall remain in effect indefinitely unless otherwise specified in writing by the Disclosing Party.
9. No Grant of Rights
Nothing in this Agreement shall be construed as granting any rights, by license or otherwise, to the Receiving Party under any patents, trade secrets, trademarks, or other intellectual property of the Disclosing Party.
10. Remedies and Consequences of Breach
The Receiving Party acknowledges that any breach or threatened breach of this Agreement may cause irreparable harm to the Disclosing Party, entitling the Disclosing Party to seek injunctive relief, as well as other legal remedies available, including financial penalties for any commercial exploitation, copying, or unauthorized distribution of the choreography or materials.
11. Agreement on Promotional Usage
The Receiving Party agrees that the Disclosing Party may use any photos, videos, or recordings taken during the class or workshops for promotional, marketing, or other business-related purposes. The Receiving Party grants permission for such use without further compensation or prior approval. The Disclosing Party may use this content on social media, websites, or any other medium for marketing purposes.
12. Acknowledgment of Intellectual Property Ownership
The Receiving Party acknowledges and agrees that all choreography, instructional content, and related materials provided by the Disclosing Party are and shall remain the exclusive intellectual property of the Disclosing Party. The Receiving Party does not acquire any rights, title, or interest in such materials by viewing, using, or participating in the classes or receiving any content from the Disclosing Party.
13. Assignment Clause
The Receiving Party may not assign or transfer any rights, obligations, or interests under this Agreement to any third party without the prior written consent of the Disclosing Party. The Receiving Party’s obligations are personal and cannot be delegated.
14. Conflict Resolution
Any dispute arising from or relating to this Agreement shall be resolved through [arbitration/mediation] in [location], and the Parties agree to submit to the jurisdiction of the courts of [jurisdiction]. In the event that a dispute cannot be resolved through negotiation or informal means, the Parties agree to attempt to resolve the dispute through formal arbitration or mediation before pursuing other legal action.
15. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the state/country where the High Heels Dance Studio is located, without regard to its conflict of laws principles.
16. Entire Agreement
This Agreement constitutes the entire understanding between the Parties regarding the subject matter hereof and supersedes all prior discussions, agreements, or understandings of any kind.
17. Severability
If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect.
18. Amendments and Waivers
No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties. By participating in the high heels dance class, or accessing any of the Disclosing Party’s choreography portfolio or products, the Receiving Party acknowledges that they have read, understood, and agreed to be bound by the terms and conditions of this Non-Disclosure Agreement.