CONFIDENTIALITY AGREEMENT (Short Form)

In connection with their interest in and for the limited purpose of considering a possible
employer/employee relationship (“Transaction”) between them,
____________________________(“Producer”),and__________________________________(“Indi
vidual”), have entered into this Confidentiality Agreement (“Agreement”) as of this __ day of
___________________, 2020. The parties acknowledge that each of them may exchange
information which is secret, nonpublic or proprietary in nature or that otherwise is described in Section
1 (a) through (c) below (such information is collectively referred to as, “Confidential Information”)
under the following terms.

1. Producer or otherwise known as (“Disclosing Party”) and Individual otherwise known

as (“Receiving Party”). If Disclosing Party discloses any information to the Receiving Party,
Receiving Party shall not, without the prior written consent of the Disclosing Party, disclose such
information, in whole or in part, of the Disclosing Party to the extent that:

a. it has been designated orally or in writing as “Confidential” or “Proprietary”;

b. it contains certain information which is generally treated as proprietary, such as

information regarding its business, its clients, intellectual property, finances, operations
or personally identifiable and sensitive data; or

c. it contains certain information, whether or not in written form and whether or not
designated as confidential or proprietary, which the Receiving Party reasonably knows
or should reasonably understand to treat as confidential.

2. Receiving Party agrees to maintain the confidentiality of any information, trade secret,
confidence or secret of Disclosing Party that is considered proprietary that may come into Receiving
Party ’s possession as a consequence of this Agreement. Receiving Party will not disclose any
information or make available any reports, recommendations, and/or work product which Receiving
Party produces pursuant to this Agreement in any manner whatsoever except to Disclosing Party.
Receiving Party acknowledges that he is not allowed to publicize or otherwise make public his
involvement in the project without written consent from Disclosing Party. This includes social media
posts, stories, voice notes, text messages and any other public facing domain. In the event Receiving
Party is unsure of the proprietary nature of any Disclosing Party information in his possession,
Receiving Party will refrain from disclosing the same unless given written permission by Disclosing
Party.

a. Definition. "Confidential Information" means the proprietary information and trade

secrets of Disclosing Party, its officers, employees and affiliated companies, and its
Clients as described below:

i. Included in "Confidential Information" are Disclosing Party's marketing plans and

strategies, Disclosing Party’s pricing and client lists, Disclosing Party client contact
numbers, Disclosing Party marketing reports, Disclosing Party's plans for new
product development, Disclosing Party's technical designs, Disclosing Party's data
dictionaries, Disclosing Party’s investing, information relating to Disclosing Party's

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 financial status, and any other information that Disclosing Party marks confidential or
by separate memorandum or e-mail informs Receiving Party is confidential

ii. Also included in "Confidential Information" is any information of Disclosing Party's

Officers, Employees, Agents, Representatives, Parents, Affiliates, and Clients that
Receiving Party may have access to in performing his duties for Disclosing Party.

iii. Excluded from "Confidential Information" is information that: (a) Receiving Party
can prove was in its possession before Receiving Party received it from the
Disclosing Party; (b) is in the public domain through no fault of Receiving Party ; or
(c) Receiving Party learned from a third party not related to Disclosing Party.
Information licensed by Disclosing Party to customers under a confidentiality
restriction is not considered to be in the public domain.

3. The Receiving Party shall not use Confidential Information other than in connection with
the Transaction and then only to the extent specified by the Disclosing Party in such consent.
Confidential Information may be used and disseminated within the Receiving Party’s own
organization only to persons with a need to know such information and to the extent reasonably
required for the purposes hereof.

4. This Agreement shall be binding on the parties, their affiliates, subsidiaries, successors
and assigns. An “affiliate” is any legal entity that one of us owns, that owns one of us or that is under
common control with one of us. “Control” and “own” mean possessing a 50% or greater interest in an
entity or the right to direct the management of the entity.
5. The laws of the State of New York govern this agreement.  If federal jurisdiction exists,
the parties consent to jurisdiction and venue in the federal courts in New York County, New York. If
not, the parties consent to jurisdiction and venue in the Superior Court of New York County, New
York.

Producer (“PRODUCER”) Name (“INDIVIDUAL”)

___________________________________ ____________________________________
Name (Signature) Name (Signature)

___________________________________ ____________________________________
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