THIS AGREEMENT is made on [Date] by and between [Name] of [Address] hereinafter referred to as "Client" and [Name] of [Address] hereinafter referred to as "Promisor".
1. To induce Client to retain Promisor as an outside consultant and/or contractor and to furnish Promisor with certain information that is proprietary and confidential, Promisor hereby warrants, represents, covenants, and agrees as follows:
2. Engagement. Promisor, in the course of Promisor's engagement by Client, may or will have access to or learn certain information belonging to Client that is proprietary and confidential (Confidential Information).
3. Definition of Confidential Information. Confidential Information as used throughout this Agreement means any secret or proprietary information relating directly to Client's business and that of Client's affiliated companies and subsidiaries, including, but not limited to, products, customer lists, pricing policies, employment records and policies, operational methods, marketing plans and strategies, product development techniques or plans, business acquisition plans, new personnel acquisition plans, methods of manufacture, technical processes, designs and design projects, inventions and research programs, trade "know-how," trade secrets, specific software, algorithms, computer processing systems, object and source codes, user manuals, systems documentation, and other business affairs of Client and Client's affiliated companies and subsidiaries.
4. Nondisclosure. Promisor agrees that Promisor will keep strictly confidential all Confidential Information and will not, without Client's express written authorisation, signed by one of Client's authorised officers, use, sell, market, or disclose any Confidential Information to any third person, firm, corporation, or association for any purpose. Promisor further agrees that Promisor will not make any copies of the Confidential Information except upon Client's written authorisation, signed by one of Client's authorised officers, and will not remove any copy or sample of Confidential Information from the premises of Client without such authorisation.
5. No Representations. Neither party has made any representations nor promises, other than those contained in this agreement or in some further writing signed by the party making the representation or promise.
6. Return of Material. Upon receipt of a written request from Client, Promisor will return to Client all copies or samples of Confidential Information that, at the time of the receipt of the notice, are in Promisor's possession.
7. Obligations Continue Past Term. The obligations imposed on Promisor shall continue with respect to each unit of the Confidential Information following the termination of the business relationship between Promisor and Client, and such obligations shall not terminate until such unit shall cease to be secret and confidential and shall be in the public domain, unless such event shall have occurred as a result of wrongful conduct by Promisor or Promisor's agents, servants, officers, or employees or a breach of the covenants set forth in this Agreement.
8. Equitable Relief. Promisor acknowledges and agrees that a breach of the provisions of Paragraph 3 or 4 of this Agreement would cause Client to suffer irreparable damage that could not be adequately remedied by an action at law. Accordingly, Promisor agrees that Client shall have the right to seek specific performance of the provisions of Paragraph 3 to enjoin a breach or attempted breach of the provisions thereof, such right being in addition to all other rights and remedies that are available to Client at law, in equity, or otherwise.
9. Invalidity. If any provision of this Agreement or its application is held to be invalid, illegal, or unenforceable in any respect, the validity, legality, or enforceability of any of the other provisions and applications therein shall not in any way be affected or impaired.
10. Further Assurances. In connection with this Agreement and the transactions contemplated hereby, each party to this Agreement will execute and deliver any additional documents and perform any additional acts that may be necessary or appropriate to effectuate and perform its obligations under this Agreement and the transactions contemplated hereby.
11. Entire Agreement. This Agreement sets forth the entire understanding between the parties with respect to the subject matter hereof and may not be modified, changed, or amended, except by a writing signed by the party to be charged.
12. Controlling Law. This Agreement, regardless of where made, shall be construed and enforced in accordance with the internal laws of [state], applicable to agreements to be executed and performed wholly within said State.
IN WITNESS WHEREOF, this Agreement has been signed on the date first above written.