Agreement+ Contractor+ +blank

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.

5.

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.

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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