CONFIDENTIALITY AGREEMENT
THIS CONFIDENTIALITY AGREEMENT (“Agreement”) is entered into this the ___ day of __________, 20__, by and between _____________________, an entity
organized 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 during
which certain Proprietary and Confidential Information, which is
not readily available to the public, belonging to COMPANY and its
Clients (“Information”) will be disclosed to the Independent
Contractor. All information disclosed to the Independent
Contractor in writing or orally, shall be considered Information
unless Company specifically indicated that the specific information
disclosed is not proprietary or confidential.
B. The Independent Contractor may, from time to time, disclose
information to Company which may be proprietary and
confidential. 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 confidential
C. The Parties desire that the Information deemed proprietary and/or
confidential not be disclosed to any other parties unless authorized
herein.
NOW THEREFORE, in furtherance of the contemplated relationship, and in
consideration of the mutual promises and covenants contained herein, the
Parties 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 and
assigns without the express written consent of the other party. In
addition, 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 it
shall not use the Information for purposes of developing competitive
strategies, soliciting business directly from Company’s clients or in
direct competition with Company.
3. This Agreement shall be effective for a term of five (5) years from the
date first above written.
4. The foregoing restrictions shall not apply to Information which:
a. was previously known to Independent Contractor free
of any obligation to keep it confidential;
b. is disclosed to third parties by the disclosing party
without restriction; or
c. is or becomes publicly available by other than
authorized disclosure.
d. Is required to be disclosed under applicable law or by a
valid 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 to
disclose Information prior to such disclosure and as
soon as reasonably practicable after the receiving party
becomes aware of such required disclosure; and further
provided that upon request of the disclosing party, the
receiving party agrees to cooperate in good faith and at
the expense of the disclosing party in any reasonable
and lawful actions which the disclosing party takes to
resist such disclosure, limit the information to be
disclosed, or limit the extent to which the information
so 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 Information
received 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 hereby
granted 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 understand
that such Information is subject to change without notice at any time and
that neither party shall have any liability as a result of any change in
Information.
7. Neither this Agreement, nor the disclosure of Information under this
Agreement, nor the ongoing discussions and correspondence between
the 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, the
Parties elect to enter into a binding commitment regarding the subject
matter of the Information, such commitment will be explicitly stated in a
separate written agreement executed by both Parties, and the Parties
hereby affirm that they do not intend their discussions, correspondence,
and other activities to be construed as forming a contract regarding the
subject matter of the Information or any other transaction between them
without execution of such separate written agreement.
8. The Parties hereby acknowledge that neither party, nor any of its
respective servants, agents or assigns makes any representation or
warranties whatsoever concerning the accuracy, completeness or
correctness of the Information supplied hereunder, nor must such
representation or warranty be implied.
9. This Agreement shall be governed by and construed in accordance with
the laws of the State of _____________.
10. In the event any one or more of the provisions of this Agreement shall
for any reason be held to be invalid or unenforceable, the remaining
provisions of this Agreement shall be unimpaired, and shall remain in
effect and be binding upon the parties. The failure of either party to
enforce 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 not
constitute the permanent waiver of any term or condition of this
Agreement, and this Agreement and each of its provisions shall remain
at all times in full force and effect until modified by the Parties in
writing. This Agreement sets forth the entire understanding of the Parties
and supersedes any and all prior agreements, arrangements or
understandings related to the matter described herein. No subsequent
agreement between Company and Independent Contractor shall be
effective or binding unless it is made in writing and signed by both
parties.
11. The Parties warrant and represent that the person executing this
Agreement is duly authorized to execute this Agreement, and to bind the
Parties to the terms and conditions contained herein.
12. In the event either party breaches this Agreement or if such breach is
shown to be an imminent possibility, the other party shall be entitled to
all 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 release
or other disclosure of any kind regarding this Agreement, any
discussions or negotiations relating thereto, or the Information without
the 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 shall
constitute one and the same instrument. This Agreement may be
delivered by facsimile transmission and facsimile signatures shall be
treated as original signatures for all application purposes.
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 CONFIDENTIALITY AGREEMENT

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the day and year first above
written.

COMPANY NAME

Name Name

Independent Contractor
Title Title

Signature Signature

Date Signed Date Signed

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