This Confidentiality, Data Protection & Non-Disclosure Agreement (this “Agreement”) is entered into as of the date of signature below, between The Rugby Advantage, together with its owners, affiliates and licensors (the “Company”), and the undersigned individual (the “Recipient”) — a member of staff, coach, contractor, or volunteer granted access to the Platform.
The Company owns and operates a proprietary rugby analytics platform used by the LIFE University Women's Rugby program (the “Platform”), comprising software, dashboards, databases, data models, player-development tools, scoring methodologies, and associated content. To perform their role the Recipient will access confidential information, including sensitive personal and performance data relating to student-athletes. Access is granted strictly on the condition that the Recipient agrees to the terms below.
“Confidential Information” means all non-public information disclosed to or accessed by the Recipient in connection with the Platform, including: the Platform, its interfaces and design; source code, algorithms, data models and scoring/rating methodologies (including the DNA, accountability and position-value models); all player and student-athlete data (names, images, contact, wellness, medical, InBody/DEXA, GPS, nutrition, hydration, S&C, academic/GPA and performance data); team strategy, selection and recruitment information; business and financial information; and login credentials. It excludes information the Recipient can show was already lawfully known, is publicly available through no fault of theirs, or was independently developed.
The Recipient shall hold all Confidential Information in strict confidence and use it solely for their authorized duties; not disclose it to any third party without the Company's written consent; not copy, export, screenshot or reproduce it except as necessary for their duties; protect their credentials and never share access; and immediately report any actual or suspected loss, unauthorized access, or disclosure.
The Platform contains sensitive personal information, some of which may be protected under FERPA and other privacy laws. The Recipient shall access student-athlete data only for legitimate program purposes and on a need-to-know basis; never disclose personal, medical, academic or performance data to anyone without authorized access and need; never post or discuss student-athlete data on social media or in any public forum; comply with all applicable privacy, NCAA and institutional policies; and report any suspected data breach without delay.
All right, title and interest in the Platform and Confidential Information remain the exclusive property of the Company and its licensors. The Recipient receives only a limited, revocable right of access. Any feedback, improvements, configurations or content the Recipient contributes are assigned to the Company and treated as Confidential Information.
During the engagement and for twelve (12) months afterward, the Recipient shall not, directly or indirectly, solicit or induce away any student-athlete, staff member, coach, contractor or client of the Company or the program for a competing venture using Confidential Information or relationships gained through their access.
The Recipient shall not use Confidential Information, contacts, data or methodologies obtained through the Platform to circumvent the Company or establish a direct relationship with its clients, partners, data sources or licensors to replicate or compete with the Company's services.
During the engagement and for twelve (12) months afterward, the Recipient shall not directly or indirectly design, build, fund, advise or participate in developing any rugby (or substantially similar sports) analytics platform, dashboard or data product that uses, copies or is derived from the Company's Confidential Information, scoring methodologies, data models or design. This is limited to activities that make use of the Company's Confidential Information and does not prevent lawful employment that does not rely on it.
On termination of the engagement, or on the Company's written request, the Recipient shall cease all access, and return or permanently delete all Confidential Information in their possession (including copies, exports, screenshots and notes), and certify having done so if asked.
This Agreement takes effect on signature and continues while the Recipient has access. Confidentiality and data-protection obligations survive termination and continue for as long as the information remains confidential; trade secrets remain protected for as long as they qualify under applicable law.
The Recipient acknowledges that a breach may cause irreparable harm for which damages are inadequate, and that the Company may seek injunctive relief in addition to any other remedy, without posting bond. The prevailing party in any enforcement action may recover reasonable attorneys' fees and costs.
This Agreement is governed by the laws of the State of Georgia, with exclusive jurisdiction in Georgia's state and federal courts. It is the entire agreement on its subject matter; may be amended only in writing; is severable and to be enforced to the maximum extent permitted by law; creates no employment or continued-access right; may be assigned by the Company; and may be signed in counterparts and by electronic signature.