This Confidentiality Agreement (this "Agreement") is made effective as of _____________, between NAME/ADDRESS, and NAME/ADDRESS.
In this Agreement, the party who owns the Confidential Information will be referred to as "NAME1", and the party to whom the Confidential Information will be disclosed will be referred to as "NAME2".
NAME1 is engaged in the business of Financial Advising, Accounting, and the Practice of Law. NAME2 is engaged in a contractual service relationship with NAME1. Information will be disclosed to the Recipient during the time he is providing service, either directly or contractually, with NAME1, in order to facilitate his work with said company. NAME1 has requested that NAME2 will protect the confidential material and information which may be disclosed by NAME1. Therefore, the parties agree as follows:
I. CONFIDENTIAL INFORMATION. The term "Confidential Information" means any information or material which is proprietary to NAME1, whether or not owned or developed by NAME1, which is not generally known other than by NAME1, and which NAME2 may obtain through any direct or indirect contact with NAME1.
A. Confidential Information includes without limitation:
- business records and plans
- financial statements
- customer lists and records, including customer identification numbers and financial information
- trade secrets
- technical information
- client financial plans; client legal documents
- pricing structure for fees
- computer programs and listings
- copyrights and other intellectual property
- any information pertaining to the operation or clientele of NAME1, or other proprietary information.
II. PROTECTION OF CONFIDENTIAL INFORMATION. NAME2 understands and acknowledges that the Confidential Information has been developed or obtained by NAME1 by the investment of significant time, effort and expense, and that the Confidential Information is a valuable, special and unique asset of NAME1 which provides NAME1 with a significant competitive advantage, and needs to be protected from improper disclosure. NAME2 further understands that in the ordinary course of business, NAME1 comes into possession of client information of a personal and sensitive nature, and that disclosure of this information could negatively affect both NAME1 and the clients of NAME1. NAME2 understands that it is his legal and ethical responsibility to protect the privacy, confidentiality, and security of all customer information, including business, financial, personal, and tax information relation to clients of NAME1. In consideration for the disclosure of the Confidential Information, NAME2 agrees to hold in confidence and to not disclose the Confidential Information to any person or entity without the prior written consent of NAME1. NAME2 further understands that any disclosure of confidential information related to clients violates both securities law and the ethical code developed by the American Bar Association. In addition, NAME2 agrees that:
i. No Copying/Modifying. NAME2 will not copy or modify any Confidential Information without the prior written consent of NAME1.
ii. Unauthorized Disclosure of Information. If it appears that NAME2 has disclosed (or has threatened to disclose) Confidential Information in violation of this Agreement, NAME1 shall be entitled to an injunction to restrain NAME2 from disclosing, in whole or in part, the Confidential Information. NAME1 shall not be prohibited by this provision from pursuing other remedies, including a claim for losses and damages.
III. RETURN OF CONFIDENTIAL INFORMATION. Upon the written request of NAME1, NAME2 shall return to NAME1 all written materials containing the Confidential Information. NAME2 shall also deliver to NAME1 written statements signed by NAME2 certifying that all materials have been returned within five (5) days of receipt of the request. Upon request, NAME2 shall also deliver to NAME1 written certification that all electronic files of any type retained by NAME2 and containing information provided by or related to NAME1 has been destroyed.
IV. RELATIONSHIP OF PARTIES. Neither party has an obligation under this Agreement to continue any type of relationship, employment or contractual, with the other party, or commercially offer any products using or incorporating the Confidential Information. This Agreement does not create any agency, partnership, or joint venture.
VI. LIMITED LICENSE TO USE. NAME2 shall not acquire any intellectual property rights under this Agreement except the limited right to use set out above. NAME2 acknowledges that, as between NAME1 and NAME2, the Confidential Information and all related copyrights and other intellectual property rights, are (and at all times will be) the property of NAME1, even if suggestions, comments, and/or ideas made by NAME2 are incorporated into the Confidential Information or related materials during the period of this Agreement.
VII. GENERAL PROVISIONS. This Agreement sets forth the entire understanding of the parties regarding confidentiality. Any amendments must be in writing and signed by both parties. This Agreement shall be construed under the laws of the State of ________. This Agreement shall not be assignable by either party, and neither party may delegate its duties under this Agreement, without the prior written consent of the other party. The confidentiality provisions of this Agreement shall remain in full force and effect after the effective date of this Agreement.