Fill and Sign the Confidentiality Agreement Form

Customer Confidentiality Agreement This Confidentiality Agreement (the Agreement ) is made on the _________________ (date) , between _____________________ (Name of Company) , a corporation organized and existing under the laws of the state of ______________, with its principal office located at ____________________________________________________________________________ ____________ (street address, city, state, zip code) , referred to herein as Company, and ________________________ (Name of Customer) , a corporation organized and existing under the laws of the state of ______________, with its principal office located at ___________ ____________________________________________________________________________ (street address, city, state, zip code) , referred to herein as Customer . For and in consideration of the mutual covenants contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Functional Documentation In order to provide Customer an opportunity to review the Company's System (the System ) as a potential system for automation of its functions, the Company will deliver substantial functional documentation including a functional overview, screen layouts, report layouts and other associated documentation. 2. Confidential Information Company considers these materials to be confidential and proprietary. Therefore, as a prerequisite to delivery, the Customer acknowledges the following: A. The materials will be retained on Customer’s premises at the above address, and will not be moved without the express written consent of Company, B. Customer will use reasonable means, not less than that used to protect its own proprietary information, to safeguard the materials; C. Customer will not show or otherwise disclose any portion of the materials or their contents to any one other than its employees in connection with its review of the System as a potential system for automation of its functions; in particular, it will not show or otherwise disclose the contents to independent contractors or consultants; D. Customer will make no copies of the materials, and E. Customer will return all materials upon the completion of its review, or promptly upon the Company's written request. 3. Severability The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. If any provision of this Agreement is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision. 4. No Waiver The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and © Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States and Canada and by international treaties. IT IS ILLEGAL AND STRICTLY PROHIBITED TO DISTRIBUTE, PUBLISH, OFFER FOR SALE, LICENSE OR SUBLICENSE, GIVE OR DISCLOSE TO ANY OTHER PARTY, THIS PRODUCT IN HARD COPY OR DIGITAL FORM. ALL OFFENDERS WILL AUTOMATICALLY BE SUED IN A COURT OF LAW. conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred. 5. Governing Law This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of _______________. 6. Notices Unless provided herein to the contrary, any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement. 7. Mandatory Arbitration Any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect. 8. Entire Agreement This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement. 9. Modification of Agreement Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party. 10. Counterparts This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one and the same instrument. 11. Compliance with Laws In performing under this Agreement, all applicable governmental laws, regulations, orders, and other rules of duly-constituted authority will be followed and complied with in all respects by both parties. WITNESS our signatures as of the day and date first above stated. ______________________ ________________________ (Name of Customer) (Name of Company) By:____________________________ By:_______________________________ ________________________ ________________________ (P rinted Name & Office in Corporation) (P rinted Name & Office in Corporation) ____________________________ ________________________ (Signature of Officer) (Signature of Officer)