
CONFIDENTIALITY
This Confidentiality Agreement is made this ____ Day of ______________________, 20___ by and between
Whereas, each party may receive from the other party information of a non-public nature for use by each party and its officers, directors, agents, employees and representatives, including financial legal advisors in connection with a possible vendor relationship between the parties (the “Purpose”), the parties hereto agree as follows:
1. Nondisclosure and Nonuse of Confidential Information. As used in this Agreement, the term “Confidential Information” shall include all information so declared by a party or provided by a party to the other party on a confidential basis, except information which the receiving party can demonstrate: (a) was independently obtained from a third party and in a manner unrelated to discussions, negotiations or communication with representatives of the disclosing party, (b) was obtained prior to the disclosure of the confidential information, or (c) is in the public domain or enters into the public domain through no fault of the receiving party. Confidential Information shall expressly include all
2. Non-Circumvention Agreement. Each party agrees to hold the Confidential Information strictly confidential and shall not use the Confidential Information for any purposes other than negotiations with the disclosing party relating to the Purpose. The parties expressly agree that neither shall solicit, offer or sell communication services to end users disclosed or introduced to a party by the other party. The parties also expressly agree not to solicit one another's employees, contractors or sub-contractors for employment or work of any kind, without the express written consent of the other party.
3. Return of Documents. A party will, upon request by a disclosing party, return to the disclosing party all documents, recordings, files, computer disks or other media in the receiving party’s possession containing Confidential Information and will not keep any copies of such documents.
4. Survival of Customer’s Obligations. The obligations of each of the parties herein shall be binding on each party’s employees, representatives, officers, directors, successors and assigns and shall survive the termination of all agreements between the parties, regardless of the reasons for termination .
5. Governing Law. The terms of this Agreement shall be governed by and construed in accordance with the laws of the State of
6. Interpretation. If any provision of this Agreement shall be held invalid or unenforceable in any respect for any reason, it shall not affect any other provision, and this Agreement shall be construed by limiting any provision declared so invalid so as to render it enforceable to the maximum extent compatible with applicable law.
7. Coverage. The terms and conditions of this Agreement shall apply to all affiliates of a party. Prior to the release of Confidential Information to any affiliate, a party shall obtain written authorization from the disclosing party and shall obtain an agreement of confidentiality with said affiliate consistent with and no less restrictive than that contained in this Agreement.
8. Remedies for Breach. Should a party breach any of the covenants set forth herein (to include but not limited to the misuse of the Confidential Information provided hereunder), the non-breaching party shall have all rights and remedies provided by law. In addition and not by way of limitation, in the event of default or breach of this agreement, the breaching party shall be liable to the non-breaching party for damages resulting from any claims, proceedings or other obligations which arise from the breach, including the obligation to maintain the confidentiality of disclosed information. The parties herein understand and agree that money damages shall be difficult, if not impossible, to determine at the time of such breach, and therefore, injunctive relief is an appropriate remedy to a default by either party under this Agreement. Should a party violate the terms and conditions of this Agreement, the breaching party agrees to transfer to the disclosing party any and all profit realized or recognized as a result of such violation. This agreement is in effect during our arrangement and will remain in effect for twenty-four (24) months after our arrangement is canceled.
9. Attorneys Fees. The parties to this Agreement represent and warrant that they have complete authority to execute the Agreement and should any action, dispute or other controversy arise due to the covenants set forth herein, that the prevailing party shall be entitled to receive its attorney’s fees, costs and all other damages allowed by law.
10. Acceptance by Facsimile. The parties agree that receipt of a fully executed copy of this Agreement via facsimile transmission shall be binding, and may be used as admissible evidence that the party so transmitting intends to be bound by the terms set forth herein.