PROSPER PUBLISHING COMPANY
4226 JUSTICE LANE
GARLAND, TX 75042
NON-DISCLOSURE AGREEMENT
THIS AGREEMENT IS BETWEEN THE PURCHASER, HEREBY REFFERED TO AS THE RECEIVING PARTY, AND BENNY J BERRY, DBA PROSPER PUBLISHING COMPANY, HEREAFTER REFFERED TO AS THE DISCLOSING PARTY, WITH REGARD TO THE LICENSE OF THE PROSPER DAY TRADING SYSTEM.
GENERAL TERMS AND CONDITIONS
1. I represent myself as a private individual investor or trader and do not own, manage, advise or otherwise operate a business or organization which is involved with trading, buying, selling, or recommending securities to other persons or businesses, or organizations of any kind.
2. I understand that trading experience and general knowledge of security or futures markets is required to effectively use the Prosper Day Trading System. I have the following trading experience:
FUTURES _____YEARS STOCKS_______YEARS BONDS_______YEARS.
3. This agreement is a contract which is personal to each End User of the Prosper Day Trading System, henceforth referred herein as the “System.” You may not enter into it on behalf of any other person, firm, legal entity, or organization. You may only into it if you are at least eighteen years of age and not prevented by law or other circumstance from entering into an agreement for the receipt and use of the System. You should read these terms and conditions carefully and retain a copy for future reference. The System is provided solely for your personal use on one computer and not for use by any other third party.
4. You represent that you are not currently registered or qualified as a professional securities or commodities trader, investment adviser, or introducing broker with any national or state exchange, regulatory authority or professional association; If you are in any of these categories, you may individually negotiate with Prosper Publishing Company for a license to use the Prosper Day Trading System.
5. You may not otherwise redistribute or republish any data from the System to third parties. This includes buy and sell information derived from the System. Application may be rejected for any reason if, in the opinion of the Disclosing Party, the Applicant is not a person of integrity.
NON-DISCLOSURE TERMS AND CONDITIONS
6. DEFINITION OF CONFIDENTIAL PROPRIETARY INFORMATION.
For purposes of this agreement, “Confidential Proprietary Information” shall include all information related to the proprietary trading system, PROSPER DAY TRADING SYSTEM. This includes all information furnished to the Purchaser including text manuals, software, templates, videos, sound recordings, other media, and ancillary items. These items are proprietary and shall be protected as a trade secret.
7. OBLIGATIONS OF THE PURCHASER, RECEIVING PARTY.
The Receiving Party shall hold and maintain the Confidential Proprietary information in strictest confidence for the sole and exclusive benefit of the Disclosing Party. Receiving Party shall carefully restrict access to Confidential Proprietary information for their own use and no other. Receiving Party shall not, without prior written approval of Disclosing Party, publish, copy, or otherwise distribute or disclose to others, or permit the use of others for their own benefit or to the detriment of Disclosing Party, any Confidential Proprietary information. Receiving Party shall be liable for any disclosure of Confidential Proprietary information to others including, but not limited to, consequential damages.
8. OBLIGATION OF THE DISCLOSING PARTY.
The Disclosing Party hereby agrees to fully disclose the Prosper Day Trading System
to the Receiving Party which includes the backtesting software, and the logic on which it
is based and its application to historical prices of the S&P 500 futures. The disclosure
includes a complete manual with details of the System set forth on a viewable CD.
9. TIME PERIODS.
The nondisclosure provisions of this Agreement shall survive the termination of this agreement and the Receiving Party’s duty to hold Confidential Proprietary and trade secret information in confidence shall remain in effect until the Confidential Proprietary information no longer qualifies as a trade secret or until Disclosing Party sends Receiving Party written notice releasing Receiving Party from this Agreement.
10. RELATIONSHIPS.
Nothing contained in this Agreement shall be deemed to constitute either party to be a partner, joint venture or employee of the other party for any purpose.
11. SEVERABILITY.
If any court finds any provision of this Agreement invalid or unenforceable, the remainder of this Agreement shall remain in full effect and shall be interpreted so as best to effect the confidential security of the disclosed information and the intent of the parties.
12. COMPLETE UNDERSTANDING OF THE PARTIES.
This Agreement expresses the complete understanding of the parties with respect to the subject matter and supersedes all prior disclosures, proposals, agreements, representations, or understandings. This Agreement may not be amended except in a writing signed by the receiving party and the disclosing party.
13. Waiver.
The failure to exercise any right provided in this Agreement by the Disclosing Party shall not constitute a waiver of prior or subsequent rights.
14. APPLICABLE COUNTRY AND STATE LAWS
The Purchaser, Receiving Party, hereby agree that the laws of the United States and the State of Texas shall be applicable to this contract, notwithstanding the actual residence of the receiving party.
15. COMPLETE CONTRACT.
The undersigned Purchaser(s) hereby indicate their understanding that past results on which the system is based do not guarantee future profitability. This agreement is the complete agreement and shall not be altered except by amendments signed by B J. Berry, or other designated representative of the Prosper Publishing Company.
This agreement is for a one person non-transferable license for the undersigned party to use the Prosper Day Trading System indefinitely for the one time fee charged by the Disclosing Party.
16. RISK DISCLOSURE.
HYPOTHETICAL OR SIMULATED PERFORMANCE RESULTS HAVE CERTAIN INHERENT LIMITATIONS. UNLIKE AN ACTUAL PERFORMANCE RECORD, SIMULATED RESULTS DO NOT REPRESENT ACTUAL TRADING. ALSO, SINCE THE TRADES HAVE NOT ACTUALLY BEEN EXECUTED, THE RESULTS MAY HAVE UNDER- OR OVER-COMPENSATED FOR THE IMPACT, IF ANY, OF CERTAIN MARKET FACTORS, SUCH AS LACK OF LIQUIDITY. SIMULATED TRADING PROGRAMS IN GENERAL ARE ALSO SUBJECT TO THE FACT THAT THEY ARE DESIGNED WITH THE BENEFIT OF HINDSIGHT. NO REPRESENTATION IS BEING MADE THAT ANY ACCOUNT WILL OR IS LIKELY TO ACHIEVE PROFITS OR LOSSES SIMILAR TO THOSE SHOWN. TRADING FUTURES AND SECURITIES OF ALL KINDS INVOLVE RISK OF LOSS OF PART OR ALL OF A TRADER’S
FUNDS.
17. MONEY BACK GUARANTEE NOT APPLICABLE.
The Purchaser(s), the Receiving Party, hereby acknowledge that Prosper Publishing Company does not offer a money back guarantee of any kind with regard to the purchase of the PROSPER DAY TRADING SYSTEM. The Prosper System Information, once disclosed, cannot be reclaimed; therefore guarantee or refund of any description is not applicable in connection with the sale of the Prosper Day Trading System and this non-disclosure agreement.
19. PAYMENT
THE PAYMENT OF $_____________IS HEREBY TENDERED TO PROSPER PUBLISHING COMPANY IN PAYMENT FOR THE LICENSE TO USE THE PROSPER DAY TRADING SYSTEM. Please refer to the website, www.prosperpublishing.com for the current price for the Prosper Day Trading System License.
RECEIVING PARTY:
_____________________________________________________________________
RECEIVING PARTY (PURCHASER) SIGNATURE DATE
___________________________________________________________________________________
PRINTED NAME OF RECEIVING PARTY
ADDRESS__________________________________________________________________________
CITY________________________________STATE_________________COUNTRY______________
PHONE__________________________________EMAIL____________________________________