PORA Tech Academy

NON-DISCLOSURE, NON-COMPETITION AND ASSIGNMENT OF INTELLECTUAL PROPERTY AGREEMENT 
In consideration of my role as a student at PORA Tech Academy, an arm of PORA Academy, an Academy for a conglomeration of Christian or Faith Based companies incorporated under the Companies and Allied Matters Act 2020 of the Federal Republic of Nigeria (the “Company'), and in recognition of the fact that, due to such role, I will or may have access to Confidential Information (as defined herein), I agree with the Company as follows: 
Prior Obligations. I hereby represent, warrant and agree (i) that I have the full right to enter into this Agreement and to perform the services that I have been engaged to provide for or on behalf of the Company (the “Services”), without any restriction whatsoever; (ii) that in the course of performing the Services, I will not violate the terms or conditions of any agreement between me and any third party or infringe or wrongfully appropriate any patents, copyrights, trade secrets or other intellectual property rights of any person or entity anywhere in the world; (iii) that I have not and will not disclose or use during the Relationship (as defined below) any confidential information that I acquired or will acquire as a result of any current or previous employment or consulting arrangement, or under a previous obligation of confidentiality, with any third party; and (iv) that I have disclosed to the Company in writing any and all continuing obligations to current and previous employers and others that require me not to disclose any information to the Company. For purposes of this Agreement, “Relationship” means my role as an employee, director, officer, consultant, advisor or independent contractor, whether or not for compensation, of the Company. 

Confidential Information. During the Relationship and thereafter, I will not, directly or indirectly, use any Confidential Information (as hereinafter defined) other than pursuant to the Relationship or disclose to anyone outside of the Company any such Confidential Information whether by private communication, public address, publication or otherwise or to anyone within the Company who has not been authorized to receive such information, except as directed in writing by an authorized representative of the Company. The term “Confidential Information” as used throughout this Agreement means all trade secrets, proprietary information, know-how, data, designs, specifications, processes, customer lists, client lists and other technical or business information (and any tangible evidence, record or representation thereof), disclosed to or made known to me at any time, whether prepared, conceived or developed by me or by an officer, director, consultant or employee of the Company, or received by the Company from an outside source, which is in the possession of the Company (whether or not the property of the Company), which in any way relates to the present or future business of the Company, which is maintained in confidence by the Company, or which might permit the Company or its clients or customers to obtain a competitive advantage over competitors who do not have access to such trade secrets, proprietary information, or other data or information. Without limiting the generality of the foregoing, Confidential Information includes: 
any idea, improvement, invention, innovation, development, technical data, design, formula, device, pattern, concept, art, method, process, machine, manufacturing method, composition of matter, computer program, software, firmware, source code, object code, algorithm, subroutine, object module, schematic, model, diagram, flow chart, chip masking specification, user manual, training or service manual, product specification, plan for a new or revised product, sample, compilation of information, or work in process, and any and all revisions and improvements relating to any of the foregoing (in each case whether or not reduced to tangible form); and 

the name or other information of any employee, consultant, supplier, customer or client, or prospective customer or client, any sales plan, marketing material, plan or survey, business plan or opportunity, product or development plan or specification, business proposal, financial record, or business record or other record or information relating to the present or proposed business of the Company or any customer or client. 

Notwithstanding the foregoing, the term Confidential Information does not apply to information which the Company has voluntarily disclosed to the public without restriction, or which has otherwise lawfully entered the public domain. 

In the event that I am requested or required (whether by applicable laws, the requirements of any stock exchange, an order of a court of competent jurisdiction, a valid administrative, congressional or other order, a subpoena, a civil investigative demand or similar legal process) to disclose Confidential Information, I agree to notify the Company promptly of the request or requirement so that the Company may seek an appropriate protective order or waive compliance with the provisions of this Section 2. In the event that no such protective order or other remedy is obtained and that the Company does not waive compliance with this Section 2, I agree to furnish only that portion of the Confidential Information which I am reasonably advised by counsel is legally required and will exercise my best efforts to obtain reliable assurance that confidential treatment will be accorded the Confidential Information to the extent possible. 
I agree to cooperate with the Company and use my best efforts to prevent the unauthorized disclosure of all Confidential Information. I will notify the Company as soon as possible in the event of any unauthorized disclosure of Confidential Information under this Agreement and to cooperate fully with the Company in remedying or mitigating the impact and extent of such disclosure. 
I understand that the Company from time to time has in its possession information which is claimed by customers, clients and others to be proprietary and which the Company has agreed to keep confidential. I agree that all such information will be Confidential Information for purposes of this Agreement. 
Ownership and Assignment of Intellectual Property. I agree that all originals and all copies of all manuscripts, drawings, prints, manuals, diagrams, letters, notes, notebooks, reports, models, records, files, memoranda, plans, sketches and all other documents and materials containing, representing, evidencing, recording, or constituting any Confidential Information (as defined in Section 2 above), however and whenever produced (whether by myself or others) during the course of and in connection with the Relationship, will be the sole property of the Company. I agree that all Confidential Information and all other discoveries, inventions, ideas, specifications, designs, concepts, research and other information, processes, products, methods and improvements, or parts thereof conceived, developed, or otherwise made by me, alone or jointly with others and in any way relating to the Company's business, including but not limited to its present or proposed products, programs or services or to tasks assigned to me during the Relationship, whether or not made during my normal working hours, whether or not patentable or subject to copyright protection, whether or not reduced to tangible form or reduced to practice, during the Relationship, whether or not developed, reduced to practice or made on the Company's premises, and whether or not disclosed by me to the Company (hereinafter referred to as “Company Intellectual Property"), together with all products or services which embody or emulate such Company Intellectual Property, will be the sole property of the Company and co the fullest extent permitted by law will be deemed "works made for hire”. 
I agree to, and hereby do, assign to the Company all my right, title and interest throughout the world in and to all Company Intellectual Property and to anything tangible which evidence, incorporates, constitutes, represents or records any such Company Intellectual Property. I hereby assign and, to the extent any such assignment cannot be made at present, I hereby agree to assign to the Company all copyrights, patents and other proprietary rights I may have in any such Company Intellectual Property, together with the right to file for and/or own wholly without restriction Nigeria and foreign patents, trademarks, and copyrights. I agree to live, and hereby waive, all moral rights or proprietary rights in or to any Company Intellectual Property and, to the extent that such rights may not be waived, agree not to assert such rights against the Company or its licensees, successors or assigns. 

I hereby certify that Exhibit A sets forth any and all confidential information and intellectual property related to the Company's business that I claim as my own or otherwise intend to exclude from this Agreement because it was developed by me prior to the date of this Agreement (“Prior Inventions"). I understand that after execution of this Agreement I will have no right to exclude Confidential Information or Company Intellectual Property from this Agreement. 

I hereby represent and warrant to the Company that all work product delivered to the Company by me will not, without the Company's written consent, incorporate any Prior Invention. If I do incorporate a Prior Invention into work product delivered to the Company, I hereby grant to the Company a nonexclusive, royalty-free, paid-up, irrevocable, worldwide license (with the full right to sublicense) to make, have made, modify, use, sell, offer for sale and import such Prior Invention. 

I hereby represent and warrant to the Company that all work product delivered to the Company by me will be original and will not without disclosure to the Company incorporate any "open source” computer code or be in any way subject to any open source license, including  any other license that requires disclosure of source code or otherwise would limit the Company's proprietary rights in such computer code. 

Obligation to Keep Records. I will make and maintain adequate and current written records of all Company Intellectual Property, including notebooks and invention disclosures, which records will be available to and remain the property of the Company at all times. I will disclose all Company Intellectual Property promptly, fully and in writing to the Company immediately upon production or development of the same and at any time upon request. 

Obligation to Cooperate. I will, at any time during the Relationship, or after it terminates, upon request of the Company, execute all documents and perform all lawful acts which the Company considers necessary or advisable to secure its rights hereunder and to carry out the intent of this Agreement. Without limiting the generality of the foregoing, I will assist the Company in any reasonable manner to obtain for its own benefit patents or copyrights in any and all countries with respect to all Company Intellectual Property and Existing IP assigned pursuant to Section 3, and I will execute, when requested, patent and other applications and assignments thereof to the Company, or persons designated by it, and any other lawful documents deemed necessary by the Company to carry out the purposes of this Agreement, and I will further assist the Company in every way to enforce any patents and copyrights obtained, including, without limitation, testifying in any suit or proceeding involving any of said patents or copyrights or executing any documents deemed necessary by the Company, all without further consideration than provided for herein. It is understood that reasonable out-of-pocket expenses of my assistance incurred at the request of the Company under this Section 5 will be reimbursed by the Company. If the Company is unable to obtain my signature on any document which I may be required to sign pursuant to this Agreement, whether because of my physical or mental incapacity or for any other reason whatsoever, I hereby irrevocably designate and appoint each of the President and the Secretary of the Company (whether now or hereafter in office) as my agent and attorney-in-fact to execute any such document on my behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Company Intellectual Property. 

Non-Competition. I understand and acknowledge that Company's market for its existing and/or proposed products and services is worldwide. I also understand and acknowledge that the competitors for the Company's existing and proposed products and services are located or may be located worldwide and that geographic boundaries do not define the scope of competition in this field. Further, I understand and acknowledge that, during the course of my Relationship with the Company, I will be given access to and will help develop Confidential Information, which if such Confidential Information were released to the general public or to a competitor, would place the Company at a disadvantage with its competitors. Therefore, in order to protect the Company's Confidential Information and good will, during the Relationship and for a period of four years after the termination of the Relationship for any reason (the “Restricted Period"), I will not, on my own behalf, or as owner, manager, stockholder, consultant, director, officer, or employee of any business entity other than the Company (except as a holder of not more than one (1%) percent of the stock of a publicly held company): 
participate, directly or indirectly, in any capacity, in any business activity that is, or is intended to be, in direct competition with the Company. 
directly or indirectly hire, attempt to hire, or induce or solicit to be hired, as an employee or consultant or in any other capacity, any employee or consultant of the Company (or any person who may have been employed or engaged as a consultant by the Company during the term of the Relationship), or assist in such hiring by any other person or business entity or encourage any such employee or consultant to terminate his or her employment or consultancy relationship with the Company; or 

directly or indirectly solicit, call upon, induce, divert or take away any current or former customer or client of the Company, or any person or entity reasonably understood to be a prospective customer or client of the Company (each of the foregoing a “Company Client”), or accept an offer from any Company Client to provide services similar to the Services, or mandate the Services or any services similar to the Services to any Company Client. 
I acknowledge that if I violate any of the provisions of this Section 6, the running of the Restricted Period will be extended by the time during which I engage in such violation(s). 
Return of Property. Upon termination of the Relationship, or at any other time upon request of the Company, I will promptly return or destroy any, and all customer or prospective customer, or client or prospective client, lists, information or related materials, computer programs, software, electronic data, specifications, drawings, blueprints, data storage devices, reproductions, sketches, notes, notebooks, memoranda, reports, records, proposals, business plans, or copies of them, other documents or materials, tools, equipment, or other property belonging to the Company or its customers which I may then possess or have under my control. I agree that upon termination of the Relationship I will not take with me any documents or data in any form or of any description containing or pertaining to Confidential Information or Company Intellectual Property. 

 Other Obligations. I acknowledge that the Company from time to time may have agreements with other persons, including the government of the United States or other countries and agencies thereof, which impose obligations or restrictions on the Company regarding inventions made during the course of work thereunder or regarding the confidential nature of such work. I agree to be bound by all such obligations and restrictions and to take all action necessary to discharge the obligations of the Company thereunder. 
9. Publications and Public Statements. I will obtain the Company's written approval before publishing or submitting for publication any material that relates to my work at the Company and/or incorporates any Confidential Information. To ensure that the Company delivers a consistent message about its products, services and operations to the public, and further in recognition that even positive statements may have a detrimental effect on the company in certain securities transactions and other contexts, any statement about the Company that I create, publish or post during my Relationship with the Company and for one (1) year after termination of the Relationship, on any media accessible by the public, including but not lined to electronic bulletin boards or Internet-based chat rooms, must first be reviewed and approved by an officer of the Company before it is released in the public domain. 
10. Non-Disparagement. I agree that I shall not, directly or indirectly, defame, disparage, make negative comments about, whether or not true, the name or reputation of the Company or any of its Affiliates (as defined below), including but not limited to, any officer, director, employee or shareholder of the Company or any of its Affiliates, or act in any other manner that is intended to or does damage the good will, business or personal reputations of the Company or any of its Affiliates, including but not limited to, any officer, director, employee or shareholder of the Company or any of its Affiliates. The provisions of this Section 10 shall survive any termination of this Agreement and the termination of my Relationship. Notwithstanding the foregoing: this Section 10 shall not prevent me from: (i) making any legal claim which has not been previously released by me; (ii) taking any action or making any statement reasonably related to the making of any such claim; (iii) taking any action or making any statement reasonably related to defending against any claim; or (iv) providing information requested pursuant to or required by any governmental proceeding. 
For purposes of this Agreement, “Affiliate” (and its derivations) shall mean, with respect to any person, any other person who controls, is controlled by or is under common control with such person. For purposes of the definition of Affiliate, "control” means the power to direct the management and policies of such person or firm, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and "person” means any individual, corporation, partnership, trust, limited liability company, association or other entity. 
11. No Expectation of Privacy. I recognize and agree that I have no expectation of privacy with respect to the Company's networks, telecommunications systems or information processing systems (including, without limitation, stored computer files, email messages and voice messages), and that my activity and any files or messages on or using any of those systems may be monitored at any time without notice, regardless of whether such activity occurs on equipment owned by me or the Company. I further agree that any property situated on the Company's premises and owned, leased or otherwise possessed by the Company, including computers, computer files, email voicemail, storage media, filing cabinets or other work areas, is subject to inspection by Company personnel at any time with or without notice. 
12. Miscellaneous 
(a) This Agreement contains the entire and only agreement between me and the Company with respect to the subject matter hereof, superseding any previous oral or written communications, representations, understandings, or agreements with the Company or any officer or representative hereof. In the event of any inconsistency between this Agreement and any other contract between me and the Company, the provisions of this Agreement will prevail. 
(b) My obligations under this Agreement will continue in accordance with its express terms regardless of any changes in my title, position, duties, salary, compensation or benefits or other terms and conditions of my Relationship with the Company. My obligations under this Agreement will survive the termination of the Relationship regardless of the manner of or reasons for such termination, and regardless of whether such termination constitutes a breach of any other agreement I may have with the Company. My obligations under this Agreement will be binding upon my heirs, assigns, executors, administrators and representatives, and the provisions of this Agreement will inure to the benefit of and be binding on the successors and assigns of the Company. I expressly consent to be bound by the provisions of this Agreement for the benefit of the Company or any parent, subsidiary or Affiliate to whose employ I may be transferred without the necessity that this Agreement be re-signed at the time of such transfer. I agree to provide a copy of this Agreement to any prospective employer, partner or co venturer prior to entering into an employment, partnership or other business relationship with such person or entity. 
(c) If any provision of this Agreement is determined to be unenforceable by any court of competent jurisdiction by reason of its extending for too great a period of time or over too large a geographic area or over too great a range of activities, such provision will be interpreted to extend only over the maximum period of time, geographic area or range of activities as to which it may be enforceable. If, after application of the immediately preceding sentence, any provision of this Agreement shall be determined to be invalid, illegal or otherwise unenforceable by any court of competent jurisdiction, the validity, legality and enforceability of the provisions of this Agreement shall not be affected thereby. Except as otherwise provided in this paragraph, any invalid, illegal or unenforceable provision of this Agreement shall be severable, and after any such severance, all other provisions hereof shall remain in full force and effect. 
(d) I acknowledge and agree that violation of this Agreement by me would cause irreparable harm to the Company not adequately compensable by money damages alone, and i therefore agree that, in addition to all other remedies available to the Company at law, in equity or otherwise, the Company shall be entitled to injunctive relief to prevent an actual or threatened violation of this Agreement and to enforce the provisions hereof, without showing or proving a actual damage to the Company or posting any bond in connection therewith. 
(e) No failure by the Company to insist upon strict compliance with any of the terms, covenants, or conditions hereof, and no delay or omission by the Company in exercising any right under this Agreement, will operate as a waiver of such terms, covenants, conditions or rights. A waiver or consent given by the Company on any one occasion is effective only in that instance and will not be construed as a bar to or waiver of any right on any other occasion. 
(f) This Agreement may not be changed, modified, released, discharged, abandoned, or otherwise amended, in whole or in part, except by an instrument in writing signed by me and the Company. 
(g) This Agreement will be deemed to be made and entered into in the Federal Republic of Nigeria, and be governed by, and construed and enforced in accordance with, the laws of the Federal Republic of Nigeria, without regard to its principles of conflicts of laws. I hereby agree to consent to personal jurisdiction of the courts situated within the Federal Republic of Nigeria for purposes of enforcing this Agreement and waive any objection that I might have to personal jurisdiction or venue in those courts. This Agreement is executed under seal. 

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