Wellness Advocate Lists and other Confidential Information
Lists of Wellness Advocates and all contacts generated there from (collectively, the "Lists") together with any information related in any way to the business or technical affairs of dōTERRA including without limitation any dōTERRA trade secrets, operating or business information, processes, procedures, designs, photographs, videos, specifications, manuals or other materials, whether disclosed orally, visually, or in writing or gathered from inspection and whether or not marked confidential (together with the Lists, hereinafter collectively the “Confidential Information”) is the property of dōTERRA. dōTERRA has derived, compiled, configured, and currently maintains the Confidential Information through the expenditure of considerable time, effort, and monetary resources. The Confidential Information constitutes commercially advantageous assets and trade secrets of dōTERRA. The right to disclose and use the Confidential Information is expressly reserved by dōTERRA and may be denied at dōTERRA's discretion. Wellness Advocate acknowledges that all rights in the Confidential Information remain the exclusive property of dōTERRA. No interest, licence, or any right respecting the Confidential Information, other than as expressly set out in the Agreement, is granted to Wellness Advocate. Wellness Advocate shall not license, sell, transfer, provide, or otherwise make available to, or use for the benefit of, a third party, all or any part of the Confidential Information, or use the Confidential Information for any purpose other than for the purposes set out in this Agreement and shall not use any Confidential Information directly or indirectly, in competition with dōTERRA, or its businesses. Wellness Advocate shall hold the Confidential Information in strict confidence. Wellness Advocate shall promptly notify dōTERRA in writing of any unauthorized or unlawful disclosure, divulgence, communication or use of the dōTERRA’s Confidential Information. Wellness Advocate shall, upon request of dōTERRA, immediately return to dōTERRA or destroy the Confidential Information and all copies thereof in any form whatsoever under the power or control of Wellness Advocate. The obligations herein survive such destruction or return of the Confidential Information and apply for so long as the information remains Confidential Information.
Confidentiality of Lists
Wellness Advocate obtaining access to the Lists or any other Confidential Information agree that the Lists are the Confidential Information of dōTERRA and that the Confidential Information is proprietary to dōTERRA and that any use of those Lists or contacts generated there from, or any Confidential Information, except for the sole purpose of furthering dōTERRA's business pursuant to this Agreement, is expressly forbidden. Any materials which make any reference to dōTERRA or its programs may be done so only with the prior written consent of dōTERRA for each separate offer.
dōTERRA provides a uniquely tailored portion of the Lists to Wellness Advocates (hereinafter in the context of Lists, the "Recipient"). Each portion of the provided List contains only information specific to the Recipient's level and his or her own downline organization. For greater certainty, each uniquely tailored portion of the Lists is the Confidential Information of dōTERRA.
Limitations on Use
The Lists are provided for use only by the Recipient to facilitate the training, support, and servicing of the Recipient's downline organization only for furtherance of dōTERRA-related business in accordance with the Agreement.
Lists Belong to dōTERRA
The Lists remain, at all times, the Confidential Information of and exclusive property of dōTERRA, which may, at any time and in dōTERRA's sole discretion, reclaim and take possession of the Lists upon request. Accordingly, each Wellness Advocate agrees:
a. to hold confidential and not disclose any Lists, or portion thereof, or any other Confidential Information to any third party, including, but not limited to, existing Wellness Advocates, competitors, or the general public;
b. to use the Lists and any other Confidential Information only for the purpose of furthering the Wellness Advocate's dōTERRA-related business in accordance with the Agreement. The Lists and any other Confidential Information may not be used to identify or solicit dōTERRA Wellness Advocates in respect of other commercial opportunities and activities or for any other purpose;
c. that any use or disclosure of the Lists or any other Confidential Information other than as expressly permitted herein, or for the benefit of any third party, constitutes misuse, misappropriation, and a violation of the Recipient's license agreement, which causes irreparable harm to dōTERRA; and
d. that, upon any violation of this Section, the Recipient consents to injunctive relief as an appropriate remedy enjoining that use under applicable national or local laws, and will immediately retrieve and return to dōTERRA all Lists and any other Confidential Information previously provided to the Recipient upon dōTERRA's request, and that the obligations under this Section will survive the termination of the Recipient's Agreement.
dōTERRA Remedies for Violation
dōTERRA reserves the right to pursue all available remedies under applicable law to protect its rights to the Confidential Information. Any failure to pursue any applicable remedies will not constitute a waiver of those rights. Each Wellness Advocate acknowledges and agrees that compliance with the terms of this Section is necessary to protect the goodwill and other proprietary interests of dōTERRA. Accordingly, each Wellness Advocate agrees that in the event of any breach of this Section:
a. dōTERRA shall be entitled to injunctive relief and/or specific performance;
b. it shall not oppose such relief on the grounds that there is an adequate remedy at law; and
c. any breach of this Section will inflict immediate and irreparable harm on dōTERRA for which there is no adequate remedy in damages; that the harm to dōTERRA exceeds any benefit that the Wellness Advocate may derive; that dōTERRA shall be entitled, in addition to any other remedies that may be available, to immediate, temporary, preliminary, and permanent injunctive relief without bond; and that such injunctive relief may extend the post-termination period of this restriction for up to one (1) year from the date of the last violation of this provision. The provisions of this Section survive the termination of the Agreement. Nothing herein waives any other rights and remedies dōTERRA may have in relation to the use of its confidential information or any other violations of the Agreement.