NDA

 Confidentiality Letter Agreement

1.            Disclosure

1.1         We at Clarissa Stefania Ltd (Provider) understand that you, THE STUDENT (Recipient) are interested to receive information relating to training manuals, Webinar, business model, “The Ombre Brush Brow®”  technique, tools, machines, as well as know how relating to our business (Purpose).

1.2         In this agreement, Confidential Information means all confidential or proprietary information (however recorded or preserved) relating to the Purpose that is disclosed or made available whether before or after the date of this agreement (in any form or medium), directly or indirectly, by the Provider to the Recipient.

1.3         In consideration of the Provider agreeing to disclose Confidential Information to the Recipient, the Recipient undertakes to the Provider that it shall:

(a)      Keep the Confidential Information secret and confidential;

(b)      Not use or exploit the Confidential Information in any way, except for or in connection with, the Purpose; and

(c)      Only make disclosure of the Confidential Information in accordance with paragraph 1.4 and paragraph 1.5. Any other disclosure can only be made with the Provider's prior written consent.

1.4         The Recipient may disclose the Confidential Information to its officer that need to know the relevant Confidential Information for the Purpose only, provided that:

(a)      the Recipient procures that each such person to whom the Confidential Information is disclosed complies with the obligations set out in this letter agreement as if they were the Recipient and

(b)      procures that any such person to whom disclosure is made enters into a confidentiality agreement with the Recipient on terms equivalent to those contained in this letter agreement.

1.5         The Recipient may disclose the Confidential Information to the minimum extent required by:

(a)      any order of any court of competent jurisdiction or any regulatory, judicial, governmental or similar body or taxation authority of competent jurisdiction;

(b)      the rules of any listing authority or stock exchange on which the Recipient's shares are listed; or

(c)      the laws or regulations of any country to which the Recipient's affairs are subject.

2.            Limitations on obligations

The obligations set out in paragraph 1 shall not apply, or shall cease to apply, to Confidential Information which the Recipient can show to the Provider's reasonable satisfaction:

2.1         that it is, or becomes, generally available to the public, other than as a direct or indirect result of the information being disclosed by the Recipient in breach of this letter agreement; or

2.2         was already lawfully known to the Recipient before it was disclosed by the Provider; or

2.3         has been received by the Recipient from a third-party source that is not connected with the Provider and that such source was not under any obligation of confidence in respect of that information.

3.            Return of the Confidential Information

3.1         If requested by the Provider at any time, the Recipient shall immediately return to the Provider all documents and other records of the Confidential Information [that have been supplied to or generated by the Recipient. If the Confidential Information is stored in electronic form, the Recipient shall permanently erase all such Confidential Information from its computer and communications systems and devices used by it.

3.2         The Provider may request the Recipient to certify in writing that it has complied with any of the obligations in paragraph 3.1.

4.            Term and termination

4.1         If the Provider decides not to continue to be involved in the Purpose with the Recipient, it shall notify the Recipient immediately.

4.2         Notwithstanding the termination of discussions between the parties in relation to the Purpose pursuant to paragraph 4.1, the obligations of the Recipient shall continue unless both parties agree otherwise in writing.

4.3         The termination of this letter agreement shall not affect any accrued rights or remedies to which either party is entitled.

5.            Acknowledgment and inadequacy of damages

The Recipient acknowledges and agrees that:

(a)      the Confidential Information may not be accurate or complete and the Provider makes no warranty or representation (whether express or implied) concerning the Confidential Information, or its accuracy or completeness; and

(b)      damages alone would not be an adequate remedy for any breach of the terms of this letter agreement by the Recipient. Accordingly, the Provider shall be entitled to the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of the terms of this letter agreement.

6.            Governing law and jurisdiction

6.1         This letter agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

6.2         Each party irrevocably agrees that the courts of England and Wales shall have non-exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this letter agreement or its subject matter or formation.

Please sign and return a copy of this letter agreement if you agree to its terms.

Yours faithfully,

 Signed by Clarissa Stefania for and on behalf of Clarissa Stefania Ltd

By reading the terms and NDA inside this webinar you agree and acknowledge to the terms of this letter agreement: