Fill and Sign the Confidentiality Agreement for a Potential Investor Partner or Consultant Company Form

CONFIDENTIALITY AGREEMENT This CONFIDENTIALITY AGREEMENT is made and entered into on this ________ day of _______________, 20___, by and between ______________ , ( hereinafter referred to as “ _______________ ”), and _______________ , a __________ corporation (hereinafter referred to as “ ___________ ”). Collectively, _____ and _____ shall be referred to as the Parties. RECITALS WHEREAS, _________ is a potential investor, partner or consultant to ______ ; and WHEREAS, ___________ is a provider of ____________ , all of which are considered as confidential and proprietary; and WHEREAS, ______ and ______ desire to explore the possibility of establishing a mutual business relationship, which will require disclosure by both Parties of information, documentation, materials, and other tangible and intangible information, all of which are considered by each respective Party to be confidential and proprietary to the Party making such disclosure; IT IS, THEREFORE, AGREED BY AND BETWEEN THE PARTIES AS FOLLOWS: 1. Acknowledgment of Proprietary Treatment of Products and Materials . All of the following are considered proprietary and shall be considered Confidential Information and the exclusive property of the Party disclosing such items: (a) all of the products, services, databases, data, search engines, software, tutorials, instructional materials, know-how, intellectual property, and other materials or knowledge of __________ and ________ regarding their respective businesses, or their products, (b) all sales literature and brochures, internal marketing data, marketing reports, commission reports, sales data, and other information or documentation concerning sales or marketing (whether past, present, or future) by both Parties; (c) all of either Party’s agreements with suppliers of data, software, or technology, and all of either Party’s customer lists, vendor lists, licenses, licensing fees, financial statements (whether internally produced by such Party or not), and financial schedules (whether internally produced by such Party or not); (d) memoranda and other documentation produced by either Party’s internal accounting staff, legal staff, executive officers, Board of Directors, or any director; and (e) any materials or documentation produced by either Party which are marked “confidential” or which are provided by either Party to the other and which should reasonably be understood to be confidential. 2. Exclusion of Certain Information from Definition of Confidential Information. Confidential Information does not include information, documentation, or materials that: (a) becomes generally available to the public other than as a result of disclosure by the Party to whom such Confidential Information is disclosed or anyone to whom it transmits or provides such information, documentation, or materials; (b) becomes available to the Party to whom such Confidential Information is disclosed on a non-confidential basis from a source other than the Party to whom such Confidential Information is disclosed, its agents, employees, representatives, or affiliates; (c) was known by the Party (or its agents, representatives, or employees) to whom such Confidential Information is disclosed or was in its possession prior to the date of disclosure; or (d) is developed independently by the Party to whom such Confidential Information is disclosed without any reliance whatsoever on the Confidential Information provided pursuant to the terms of this Confidentiality Agreement. 3. Confidential Treatment of Confidential Information. All Confidential Information will be kept confidential by the Party to whom such Confidential Information is disclosed. Confidential Information of _____________ shall be kept confidential by ___________ . Confidential Information of ___________ shall be kept confidential by ___________ . (a) __________ , its agents, employees, and representatives, will not disclose or utilize, without the prior written consent of ______________ , any Confidential Information, directly or indirectly, other than in connection with __________ evaluation of a possible business relationship with __________ . ___________ agrees to transmit or provide Confidential Information only to those of its agents, employees, and representatives who a specific need to have access to such Confidential Information for the purpose of evaluating the potential business relationship and who agree to be bound by the terms and conditions of this Confidentiality Agreement. (b) ____________ , its agents, employees, and representatives, will not disclose or utilize, without the prior written consent of ____________ , any Confidential Information, directly or indirectly, other than in connection with ____________ evaluation of a possible business relationship with ____________ . ____________ agrees to transmit or provide Confidential Information only to those of its agents, employees, and representatives who need to have a specific need to have access to such Confidential Information for the purpose of evaluating the potential business relationship and who agree to be bound by the terms and conditions of this Confidentiality Agreement. 4. Return of Confidential Information . All Confidential Information shall be returned to the Party disclosing such Confidential Information upon such Party’s request. 5, Compelled Disclosure of Confidential Information. In the event that either Party or anyone to whom it transmits Confidential Information pursuant to this Confidentiality Agreement becomes legally compelled to disclose any of the other Party’s Confidential Information, it will furnish the other Party with prompt notice so that such other Party may seek a protective order or other appropriate remedy. In the event that such protective order or other remedy is not obtained, or that the other Party waives compliance with the provisions of this Confidentiality Agreement, the Party receiving Confidential Information will furnish only that portion of the Confidential Information which is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be given to the Confidential Information which it is compelled to disclose. 6. Disclosure of Potential Business Relationship . Both Parties acknowledge and agree that disclosure of a potential business relationship could immediately harm the other Party and further agree not to disclose to any third Party either the fact that discussions or negotiations are taking place concerning a potential business relationship, or any of the terms, conditions or other facts with respect thereto, without the other Party's written consent. 7. Remedies Available . In the event of any breach of this Confidentiality Agreement by either Party or its employees or representatives, the aggrieved Party would or could be irreparably and immediately harmed and could not be made whole by monetary damages. Without prejudice to any rights and remedies otherwise available to it, it is agreed that the aggrieved Party shall be entitled to equitable relief by way of injunction if the other Party violates any material provision of this Confidentiality Agreement. Furthermore, both Parties agree that in the event of any disclosure regarding the potential business relationship in violation of the terms of this Confidentiality Agreement, the non-disclosing Party would or could be irreparably harmed and could not be made whole by monetary damages. Without prejudice to any rights and remedies otherwise available, the aggrieved Party shall be entitled to equitable relief by way of injunction under such circumstances. 8. Entire Agreement . This Confidentiality Agreement contains the entire understanding and agreement relating to the protection and treatment of Confidential Information and disclosure regarding the potential business transaction between the Parties. 9. Persons and Entities Bound . This Confidentiality Agreement shall bind, and inure to the benefit of, the Parties hereto and their successors and permitted assigns. Assignment or delegation of this Confidentiality Agreement shall not be permitted without the written consent of the other Party. 10. Modification . This Confidentiality Agreement and its provisions may not be waived, altered, modified, or changed in any way unless the same is done in writing, signed by both Parties. No waiver of any provision of this Confidentiality Agreement shall be construed as a continuing waiver of any provision of this Confidentiality Agreement. 11. Section Headings . Section headings (being the underlined portion at the beginning of each separate section or paragraph) are for assistance only and shall not be considered as part of this Confidentiality Agreement or construed to alter, amend, or modify the meaning of the sections or paragraphs of this Confidentiality Agreement. 12. Severability . In the event that any word, part, paragraph, or other portion of this Confidentiality Agreement shall be invalid, unlawful, or unenforceable, the remainder of this Confidentiality Agreement shall be severable, valid, and effective as if such invalid, unlawful, or unenforceable part, paragraph, or other portion was not included as part of this Confidentiality Agreement. 13. Term of Confidentiality Agreement Concerning Confidential Information . The Parties agree that the provisions contained in this Confidentiality Agreement shall be in effect as of the date of execution of this Confidentiality Agreement and for a period of three (3) years thereafter. The provisions of this paragraph and other provisions concerning Confidential Information in this Confidentiality Agreement shall survive the termination of this Confidentiality Agreement. 14. Covenant Against Soliciting Employees . Neither Party will, directly or indirectly, solicit the other Party’s employees to leave the employment of the other Party for a period of two (2) years after the execution of this Confidentiality Agreement. 15. Notices . All notices under this Confidentiality Agreement shall occur by first class mail, certified mail, overnight courier, or facsimile. However, notices by facsimile shall be effective as of the time given by facsimile but must be immediately followed by notice by first class mail, certified mail, or overnight courier. All notices to ______________ under the Confidentiality Agreement shall be given to the following persons at the address listed unless otherwise specified in writing by ______________ : ___________________ Chairman and CEO ___________________ ___________________ ___________________ All notices to ________ under the Confidentiality Agreement shall be given to the following person at the address listed unless otherwise specified in writing by ________ : __________________ President __________________ __________________ __________________ 16. Controlling Law . This Confidentiality Agreement shall be construed in accordance with the laws and statutes of the State of ________________ . ______________________ By: ______________________________________ Authorized Officer or Agent ______________________ A _____________ corporation By: ______________________________________ Authorized Officer or Agent