Client Confidentiality Agreement

CLIENT CONFIDENTIALITY AGREEMENT

This Client Confidentiality Agreement ("Agreement") is made and entered into as of by and between Client Name: , with principal address at (\"Client\"), and Service Provider Name: , with principal address at (\"Service Provider\").

RECITALS

WHEREAS, Client possesses certain confidential and proprietary information relating to its business, customers, technology, financial condition and operations that it provides to the Service Provider for the purpose of evaluating and performing services; and

WHEREAS, Service Provider may receive or have access to such information in connection with the performance of services or discussions concerning potential business arrangements; and

WHEREAS, the parties desire to set forth the terms and conditions under which Confidential Information will be protected.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 \"Confidential Information\" means all non-public information, whether tangible or intangible, disclosed by Client to Service Provider, whether disclosed orally, visually or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, business plans, financial information, customer lists, product specifications, software, designs, trade secrets, and any notes, analyses or compilations derived therefrom.

1.2 \"Recipient\" means the party receiving Confidential Information; \"Disclosing Party\" means the party disclosing Confidential Information.

2. EXCLUSIONS FROM CONFIDENTIAL INFORMATION

Confidential Information does not include information that: (a) is or becomes generally known to the public through no breach of this Agreement by Recipient; (b) was rightfully in Recipient's possession prior to receipt from Disclosing Party as evidenced by written records; (c) is independently developed by Recipient without use of or reference to the Disclosing Party's Confidential Information; or (d) is rightfully obtained by Recipient from a third party without restriction and without breach of an obligation to the Disclosing Party.

3. NONDISCLOSURE AND NONUSE OBLIGATIONS

3.1 Recipient shall (a) hold Confidential Information in strict confidence and take all reasonable precautions to protect such Confidential Information, at least as protective as Recipient uses to protect its own confidential information but no less than reasonable care; (b) not disclose Confidential Information to any person or entity except as permitted by this Agreement; and (c) not use Confidential Information for any purpose other than the performance of Recipient's obligations or exercise of Recipient's rights under this Agreement.

3.2 Recipient may disclose Confidential Information only to its employees, contractors and advisors who have a strict need to know and who are bound by obligations of confidentiality and nonuse at least as restrictive as those contained herein. Recipient shall remain liable for any breach of this Agreement by such persons.

4. PERMITTED DISCLOSURES

4.1 Notwithstanding the foregoing, Recipient may disclose Confidential Information to the extent required by law, regulation or valid court order, provided that Recipient gives Disclosing Party prompt written notice of such requirement to allow Disclosing Party to seek a protective order or other appropriate remedy and cooperates with Disclosing Party's reasonable efforts to limit disclosure.

5. TERM; RETURN OR DESTRUCTION

5.1 The obligations of Recipient under this Agreement shall commence on the Effective Date and continue for a period of following the date of last disclosure, except with respect to trade secrets which shall be protected for so long as such information qualifies as a trade secret under applicable law.

5.2 Upon Disclosing Party's written request, Recipient shall promptly return or, at Disclosing Party's option, destroy all materials containing Confidential Information and certify in writing that it has complied with this obligation, except that Recipient may retain one archival copy of Confidential Information solely for compliance and recordkeeping purposes subject to continued confidentiality obligations.

6. REMEDIES

6.1 Recipient acknowledges that any breach of this Agreement may cause irreparable harm to Disclosing Party for which monetary damages would be inadequate. Accordingly, Disclosing Party shall be entitled to seek injunctive or other equitable relief, without the requirement of posting bond or proving actual damages, in addition to any other remedies available at law or in equity.

7. NO LICENSE

Nothing in this Agreement grants Recipient any rights in or to Disclosing Party's Confidential Information except as expressly set forth herein. No license, by implication, estoppel or otherwise, under any patent, trademark, copyright or other intellectual property right is granted or conferred by this Agreement.

8. INDEMNIFICATION

Recipient shall indemnify, hold harmless and defend Disclosing Party from and against any losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) resulting from Recipient's breach of this Agreement or unauthorized use or disclosure of Confidential Information.

9. NOTICES

Notices to Client:

Notices to Service Provider:

All notices shall be in writing and delivered by hand, nationally recognized overnight courier, or certified mail (return receipt requested) to the addresses set forth above or such other address as a party may specify in writing. Notices shall be deemed given upon receipt.

10. AMENDMENT; WAIVER; COUNTERPARTS

This Agreement may be amended only by a written instrument signed by authorized representatives of both parties. No failure or delay in exercising any right shall operate as a waiver of that right. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

11. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located within that State for any action arising out of or relating to this Agreement.

12. ENTIRE AGREEMENT; SEVERABILITY

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and shall be construed so as to effectuate the intent of the parties as nearly as possible.

13. SURVIVAL

The obligations of confidentiality and nonuse set forth in this Agreement shall survive termination or expiration of this Agreement for the periods set forth herein and, with respect to trade secrets and other information that by its nature should reasonably remain confidential, for so long as such information remains protected as confidential under applicable law.

14. ADDITIONAL TERMS

14.1 The parties acknowledge that monetary damages may not be a sufficient remedy for unauthorized disclosure and agree that other remedies, including specific performance and injunctive relief, shall be available in addition to any other remedies at law or in equity.

14.2 The parties expressly agree that any ambiguity in this Agreement shall not be construed against the drafting party.

14.3 Any attachments or exhibits identified below are incorporated by reference. Exhibit A: Description of Services

Exhibit A — Description of Services (briefly describe scope):

CERTIFICATION

Each party represents and warrants that it has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder, that execution and delivery of this Agreement and performance will not violate any agreement with any third party, and that the individual signing on behalf of each party is authorized to bind such party.

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