CONFIDENTIALITY AGREEMENT
THIS CONFIDENTIALITY AGREEMENT (“Agreement”) is entered into this the ___ day of __________, 20__, by and between _____________________, an entityorganized under the laws of the State of ______________, and its affiliated companies (collectively referred to as “Company”), whose mailing address is ____________________________________ and __________________________ (“Independent Contractor”), whose address of record is _______________________________________________________________________________________________________ (collectively the “Parties”).
RECITALS
A.
The Parties are contemplating entering into a relationship duringwhich certain Proprietary and Confidential Information, which isnot readily available to the public, belonging to COMPANY and itsClients (“Information”) will be disclosed to the IndependentContractor. All information disclosed to the IndependentContractor in writing or orally, shall be considered Informationunless Company specifically indicated that the specific informationdisclosed is not proprietary or confidential.
B.
The Independent Contractor may, from time to time, discloseinformation to Company which may be proprietary andconfidential. All information disclosed to Company in written or oral form, shall be clearly marked or stated as proprietary or confidential. Any such information not clearly marked or stated as proprietary or confidentialC.The Parties desire that the Information deemed proprietary and/or confidential not be disclosed to any other parties unless authorizedherein. NOW THEREFORE, in furtherance of the contemplated relationship, and inconsideration of the mutual promises and covenants contained herein, theParties do hereby agree as follows:
1.
Company and Independent Contractor, their employees, subsidiaries,agents and assigns agree to hold all Information in strict confidence.
2.
No disclosure of any Information shall be made by Company or Independent Contractor, their employees, subsidiaries, agents andassigns without the express written consent of the other party. Inaddition, neither party shall use the Information for any purpose other than the evaluation of the proposed business relationship contemplated by this Agreement. The Independent Contractor expressly agrees that itshall not use the Information for purposes of developing competitivestrategies, soliciting business directly from Company’s clients or indirect competition with Company.3.This Agreement shall be effective for a term of five (5) years from thedate first above written.4.The foregoing restrictions shall not apply to Information which:
a.
was previously known to Independent Contractor freeof any obligation to keep it confidential; b.is disclosed to third parties by the disclosing partywithout restriction; or c.is or becomes publicly available by other thanauthorized disclosure.
d.
Is required to be disclosed under applicable law or by avalid subpoena or other court or government order,decree, regulation or rule, provide, however, that if disclosure is required under this provision, receiving party shall advise disclosing party of the requirement todisclose Information prior to such disclosure and assoon as reasonably practicable after the receiving party becomes aware of such required disclosure; and further provided that upon request of the disclosing party, thereceiving party agrees to cooperate in good faith and atthe expense of the disclosing party in any reasonableand lawful actions which the disclosing party takes toresist such disclosure, limit the information to bedisclosed, or limit the extent to which the informationso disclosed may be used or made available to third parties.5.The Information shall be deemed the property of the disclosing party,and upon request, the non-disclosing party shall return all Informationreceived in tangible form to the disclosing party, or in the disclosing party’s sole discretion, shall destroy all such Information.6.No rights or obligations other than those expressly recited herein are to be implied from this Agreement. In particular, no license is herebygranted directly or indirectly under any patent or copyright now held by,or which may be obtained by, or which is or may be licensable by either party. Further, with respect to the Information, the Parties understandthat such Information is subject to change without notice at any time andthat neither party shall have any liability as a result of any change inInformation.
7.
Neither this Agreement, nor the disclosure of Information under thisAgreement, nor the ongoing discussions and correspondence betweenthe parties, shall constitute or imply a commitment or binding obligation between the parties or their respective affiliated companies, if any,regarding the subject matter of the Information. If, in the future, theParties elect to enter into a binding commitment regarding the subjectmatter of the Information, such commitment will be explicitly stated in aseparate written agreement executed by both Parties, and the Partieshereby affirm that they do not intend their discussions, correspondence,and other activities to be construed as forming a contract regarding thesubject matter of the Information or any other transaction between themwithout execution of such separate written agreement.8.The Parties hereby acknowledge that neither party, nor any of itsrespective servants, agents or assigns makes any representation or warranties whatsoever concerning the accuracy, completeness or correctness of the Information supplied hereunder, nor must suchrepresentation or warranty be implied.
9.
This Agreement shall be governed by and construed in accordance withthe laws of the State of _____________.
10.
In the event any one or more of the provisions of this Agreement shallfor any reason be held to be invalid or unenforceable, the remaining provisions of this Agreement shall be unimpaired, and shall remain ineffect and be binding upon the parties. The failure of either party toenforce or insist upon compliance with any of the terms or conditions of this Agreement, the waiver of any term of condition of this Agreement,or the granting of an extension of time for performance, shall notconstitute the permanent waiver of any term or condition of thisAgreement, and this Agreement and each of its provisions shall remainat all times in full force and effect until modified by the Parties inwriting. This Agreement sets forth the entire understanding of the Partiesand supersedes any and all prior agreements, arrangements or understandings related to the matter described herein. No subsequentagreement between Company and Independent Contractor shall beeffective or binding unless it is made in writing and signed by both parties.11.The Parties warrant and represent that the person executing thisAgreement is duly authorized to execute this Agreement, and to bind theParties to the terms and conditions contained herein.12.In the event either party breaches this Agreement or if such breach isshown to be an imminent possibility, the other party shall be entitled toall legal and equitable remedies afforded to it by law as a result thereof,and may, in addition to any and all forms of relief, recover from the breaching party all costs and reasonable attorneys fees to the extent it prevails in any such proceeding.13.Except as permitted hereunder neither party shall make any press releaseor other disclosure of any kind regarding this Agreement, anydiscussions or negotiations relating thereto, or the Information withoutthe prior written consent of the other party.14.This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shallconstitute one and the same instrument. This Agreement may bedelivered by facsimile transmission and facsimile signatures shall betreated as original signatures for all application purposes.Page 1 of 2
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