This CONFIDENTIALITY AGREEMENT (herein referred to as “Agreement”) is made and entered into as of this _______ day of ______, 20___ by and between
herein referred to as the “Company”) and
(herein referred as “Recipient”).
WHEREAS, the Recipient is interested in being associated with the Company’s business and desires to learn about, participate in andbe exposed to the Company’s services and non-public information in pursuit of a business relationship and/or the consummation of a transaction between the Recipient and the Company.
WHEREAS, the Recipient agrees that they will be in receipt of confidential information created, designed, gathered, ordered by and conceived by the Company or prepared by a third party such as a client,attorney, partner, employee, representative, for the Company’s business purposes.
WHEREAS, the Recipient agrees that the dissemination of such information to any other party could cause significant harm to the Company.
WHEREAS, the Company is willing to disclose information to the Recipient subject to the conditions and terms hereinafter set forth.
NOW, THEREFORE, for good and valuableconsideration, the receipt and sufficiency of which are hereby acknowledged, the Recipient hereby agrees as follows:
1. CONFIDENTIAL INFORMATION
For purposes of this Agreement, Confidential Information shall mean all Company information both written and oral, involving strategic and development plans, financial statements, products and services, financial condition, pricing data, businessplans, co-developer identities, data, business records, customer lists, project records, correspondence, market reports, employee lists and employee information, suppliers and vendor lists, recipes, formulas, business manuals, policies and procedures, ideas, concepts, systems, practices, methods, techniques, processes, studies, technologies, inventions, discoveries or theory and all otherinformation which may be disclosed by the Company or to which the Recipient may be provided access by the Company or others in accordance with this Agreement, or which is generated as a result of or in connection with the Company’s business purposes which is generally not made available to the public.
2. RECIPIENT’S OBLIGATIONS
Recipient promises and agrees to hold the Confidential Informationincluding any such information developed by Recipient for the Company in confidence.
Recipient further promises and agrees
a. to protect and safeguard the Confidential Information against unauthorized use, publication or disclosure and not disclose same to any person or entity other than employees or agents of Recipient who need to know the Confidential Information and in thoseinstances only to the extent justifiable by that need,
b. not to use any of the Confidential Information except for the business purposes of the Company,
c. not to, directly or indirectly reveal, report, publish, disclose, transfer or otherwise use any of the Confidential Information for any purpose whatsoever except as specifically authorized by the Company in accordance with thisAgreement,
d. to keep record of the Confidential Information furnished by the Company and its location and to return upon request of the Company, all Confidential Information received in written or tangible form, including copies or reproductions within ten (10) days of such request.
e. that in the event that Recipient becomes legally compelled by deposition, interrogation, subpoena,civil investigative demand or similar process to disclose any of the information, the Recipient so compelled shall provide the Company with prompt prior written notice of such requirement so the Company may seek a protective order or other appropriate remedy and/or waive compliance with the terms of this Agreement. In the event that the Company does not obtain Protective Order, the Recipient agrees...