Covert Signed Document

Covert Signed Document

This Covert Signed Document (the "Agreement") is entered into as of by and between:

Recitals

WHEREAS, Client requires certain covert or confidential services and information protection measures to be performed and maintained in strict confidence; and

WHEREAS, Provider represents that it has the skill, capacity and security controls necessary to perform such services and to protect sensitive information in accordance with the terms set forth in this Agreement; and

WHEREAS, the parties wish to set forth their respective duties, compensation, and the procedures for handling covert information and limiting dissemination.

Scope of Work

Provider shall perform the services described below. Services must be performed in a manner that preserves the covert status of operations and minimizes disclosure of Confidential Information.

Payment Terms

As full compensation for Provider's performance of the services, Client agrees to pay Provider the amounts and on the schedule set forth below. All sums are due in United States currency unless otherwise agreed in writing.

Term and Termination

This Agreement commences on and continues until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice. Termination for material breach by either party is effective immediately if the breaching party fails to cure within a commercially reasonable period not to exceed 15 days after written notice of breach.

Confidentiality; Covert Handling

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by either party that is designated as confidential or that, by its nature, should reasonably be understood to be confidential, including operational plans, identities of subjects, techniques, reports, recordings, and other information relating to covert operations.

Receiving Party shall: (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, but no less than a reasonable standard of care; (b) not disclose Confidential Information to any third party except to those employees, agents, or subcontractors with a demonstrated need to know and who are bound by written obligations of confidentiality at least as protective as this Agreement; and (c) use Confidential Information solely for the performance of obligations under this Agreement.

Notwithstanding the foregoing, Confidential Information does not include information that: (i) is or becomes generally available to the public other than as a result of a breach; (ii) was rightfully known to Receiving Party prior to disclosure; or (iii) is independently developed by Receiving Party without use of or reference to Confidential Information. If Receiving Party is compelled by law to disclose Confidential Information, it shall provide prompt written notice to Disclosing Party (unless prohibited) and cooperate to limit the disclosure.

Upon termination or expiration of this Agreement, Receiving Party shall, at Disclosing Party's option, return or destroy all Confidential Information and certify in writing that such return or destruction has been completed, except that Receiving Party may retain one archival copy solely to comply with legal and regulatory obligations.

Because monetary damages may be inadequate to remedy an actual or threatened breach of confidentiality with respect to covert operations, Disclosing Party is entitled to seek injunctive or other equitable relief in addition to any other remedies available at law or in equity.

Governing Law; Miscellaneous

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles.

Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement to a successor in interest in connection with a merger, acquisition, or sale of substantially all of its assets provided that the assignee assumes all obligations hereunder.

Entire Agreement

This Agreement, together with any attached exhibits, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous understandings, proposals, negotiations and agreements, whether written or oral. Any amendment or waiver must be in writing and signed by both parties.

Representations and Acknowledgments

Each party represents and warrants that it has the full power and authority to enter into this Agreement, that the individual signing on its behalf is duly authorized, and that entering into this Agreement will not violate any other agreement or legal obligation to which it is subject.

I acknowledge that the services and information covered by this Agreement are covert in nature and require heightened confidentiality and handling procedures.

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