Fill and Sign the Separation Agreement and Release between the Company Secgov Form

Agreement Not to Disclose Confidential Information Agreement made on the _____________________ (date), between ________________ ________________ (Name of Disclosing Party) of __________________________________ ____________________________________________________________________________ (street address, city, county, state, zip code), referred to herein as Disclosing Party, and ____________________________ (Name of Receiving Party), a corporation organized and existing under the laws of the state of ______________, with its principal office located at ____________________________________________________________________________(street address, city, county, state, zip code), referred to herein as Receiving Party. Whereas, this Agreement is being entered into for the purpose of preventing the unauthorized disclosure of Confidential Information as defined below; Now, therefore, 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. Definition of Confidential Information. For purposes of this Agreement, Confidential Information shall include all information or material that has or could have commercial value or other utility in the business in which Disclosing Party is engaged. If Confidential Information is in written form, the Disclosing Party shall label or stamp the materials with the word Confidential or some similar warning. If Confidential Information is transmitted orally, the Disclosing Party shall promptly provide a writing indicating that such oral communication constituted Confidential Information. 2. Exclusions from Confidential Information. Receiving Party’s obligations under this Agreement do not extend to information that is: A. Publicly known at the time of disclosure or subsequently becomes publicly known through no fault of the Receiving Party; B. Discovered or created by the Receiving Party before disclosure by Disclosing Party; C. Learned by the Receiving Party through legitimate means other than from the Disclosing Party or Disclosing Party’s representatives; or
d. Acquired or otherwise obtained by the receiving party by breach of this agreement, or by a breach of any other prior agreement between the parties; or (2.) the information shall only include material that the receiving party provides during the term of this agreement and does not otherwise be protected against disclosure, with the following exceptions: (a) for purposes of this agreement, the receiving party shall be deemed to have provided such confidential information as described in paragraph an above. (b) receiving party may make use of information in writing provided such information is to be provided in writing, rather than orally. (c) receiving party may enter into, amend, release and distribute confidential information to third parties within the scope of this agreement, provided the confidentiality of such confidential information is protected against unauthorized third parties. 3. Confidentiality. Nothing in this agreement shall in any way limit the rights of receiving party to disclose confidential information directly or indirectly acquired by receiving party from disclosing party; provided there is a reasonable expectation of benefit to the recipient. If neither party has obtained confidential materials from the other and, in the reasonable belief that obtaining such materials from the other would not result in a detrimental use of confidential material or prejudice to the financial interests of the receiving party, the receiving party shall provide confidential materials to the other party within the scope of this agreement. 4. Disclosures. This agreement shall not be construed to limit either recipient's right to disclose confidential information to any third party in writing, or make disclosures to any third party orally. 5. Receiving party's duty to maintain confidentiality. Receiving party shall maintain reasonably current copies of all confidential information as required by law and make such materials, as well as copies of related written agreements, available for inspection of the other receiving party. 6. Compliance with the disclosure terms. Each party and any person who enters into this agreement on behalf of another party shall comply with these disclosure obligations under the same terms that would apply if the other party were to enter into an appropriate confidentiality agreement with that other party. (5) no material breach of the agreement. Receiving party shall not disclose confidential information acquired by it, in the case of a material breach, except in connection with a pending administrative or judicial proceeding, a regulatory action, or any other legally or financially feasible administrative or judicial proceeding. (6) time period for filing claims. None of the provisions of this agreement shall be construed as limiting a party's rights to bring any action in court for violation of the agreements, or a party's or recipient's