Code Red Training Associates, Inc.
PO Box 33237
Los Gatos CA 95031
http://www.coderedtraining.com
info@coderedtraining.com

NDA/Confidentiality Agreement

The purchase of the DVD/Training Products known as the Code Red Lockdown Training and NIMS Training (the "Products"), Code Red Training Associates, Inc. (the "Company") has provided you (the "Agency") with a locked copy for each licensed school of each Product purchased. The locked disks are not to be copied or distributed beyond its intended use within the schools licensed.

Licensing and registration with Code Red Training Associates, Inc. includes electronic supporting materials. The "Agency" has permission to make as many copies of the supporting materials as necessary to adequately provide training. The "Agency" further understands there is no recurring licensing fee for continued use of the "Products" for as many years as the Agency wishes to use the "Products". The "Products" have been purchased solely to facilitate training of the Agency staff and you hereby agree to keep the "Products" confidential and not use or distribute the "Products" beyond its intended use within the schools licensed.

All material with respect to the "Products" provided by the "Company" shall be and shall always be the property of the "Company" and you shall have no right to or license to use, reproduce, sublicense or market the "Products" except as expressly permitted by this agreement.

It is understood and agreed that in the event of any breach of this agreement, the "Company" shall be entitled to monetary damages, performance and injunctive or other equitable relief as a remedy for any such breach and you further agree to waive any requirement for security or posting of any bond in connection with such a remedy. Such remedy shall not be deemed to be the exclusive remedy for breach of this agreement but shall be in addition to all other remedies available at law or equity to the "Company".

As there is no one correct response to an active shooter incident and Code Red Training Associates, Inc. is providing a toolkit of best practices. You agree to indemnify, defend and hold the "Company" and its affiliates, and their respective directors, officers, employees, shareholders, partners and agents (collectively, "Company Parties") harmless from and against any and all claims, liability, losses, costs and expenses, including lawyers' fees on a solicitor and client basis, incurred by any "Company Parties" in connection with any use or alleged use of the video by any person, whether or not authorized by you. The "Company" reserves the right, at your expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with the "Company" defense of such claim.

Acceptance and use of the "Products" indicates your compliance with all items in this agreement.