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AGREEMENT made on [Date] by and between [Name] of [Address], hereinafter referred to as "Company", and [Name] of [Address], hereinafter referred to as "Promisor", agree as follows:
1. To induce Company to retain Promisor as an outside consultant and/or contractor and to furnish Promisor with certain information that is proprietary and confidential.
2. Promisor hereby warrants, represents, covenants, and in the course of Promisor's engagement by Company may or will have access to or learn certain information belonging to Company that is proprietary and confidential (Confidential Information).
3. "Confidential Information" as used throughout this Agreement means any secret or proprietary information relating directly to Company's business and that of Company'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 Company and Company's affiliated companies and subsidiaries.
4. Promisor agrees that Promisor will keep strictly confidential all Confidential Information and will not, without Company's express written author, nation, signed by one of Company's authorized officers, use or 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 Company's written authorization, signed by one of Company's authorized officers, and will not remove any copy or sample of Confidential Information from Company's premises without such authorization.
5. Upon receipt of a written request from Company, Promisor will return to Company all copies or samples of Confidential Information that, at the time of the receipt of the notice, are in Promisor's possession.
6. 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 Company, 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.
7. Promisor acknowledges and agrees that a breach of the provisions of Paragraph 3 or Paragraph 4 of this Agreement would cause Company to suffer irreparable damage that could not be adequately remedied by an action at law. Accordingly, Promisor agrees that Company 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 Company at law, in equity, or otherwise.
8. 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 the other provisions and applications therein shall not in any way be affected or impaired.
9. 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 pang to be charged.
10. Further Actions. Whether or not specifically required under the terms of this Agreement, each party will execute and deliver such documents and take such further actions as may be necessary in order for such party to perform all of his, her, or its obligations specified herein or reasonably implied from the terms hereof.
11. Mutual Understanding. Each party has read this entire Agreement, fully understands the contents hereof, has had the opportunity to obtain independent advice as to its legal effect, and is under no duress or obligation of any kind to execute it. This Agreement reflects the mutual understanding of the parties with respect to all subject matter addressed herein and will be construed accordingly.
12. 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.
13. Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid, or unenforceable under any present or future law, then that provision will be fully severable. This Agreement will be construed and enforced as if the illegal, invalid, or unenforceable provision had never comprised a part of this Agreement, and the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid, or unenforceable provision or by its severance from this Agreement. Furthermore, in lieu of each such illegal, invalid, or unenforceable provision, there will be added automatically, as a part of this Agreement, a provision as similar in terms to such illegal, invalid, or unenforceable provision as may be possible and be legal, valid and enforceable.
14. This Agreement supersedes any prior oral agreements between the parties.
15. Agreement Binding. This Agreement shall be binding upon the parties hereto and their respective heirs, administrators, successors, and assigns.
16. No Assignment. Neither this agreement nor any right or interest thereunder shall be assigned in any respect whatsoever.
17. Exclusion of Oral Statements. This instrument contains all of the agreements of the parties. No oral or other statements shall be binding on either of the parties hereto.
18. Time of The Essence. Time is the essence of this agreement.
19. Execution In Counterparts. This Agreement may be executed in several counterparts and when so executed shall constitute shall constitute one agreement binding on all the parties, notwithstanding that all the parties are not signatory to the original and same counterpart.
20. Applicable Law. This Agreement shall be governed by the laws of the State of [State].
IN WITNESS WHEREOF, this Agreement has been signed on the date first above written.
*** If Required By State Law ***
This Section for Notary:
STATE OF -------)
) ss: [Date]
COUNTY OF ------)
On [Date] before me, [Name of Notary], notary, personally appeared [Name of Person(s) Involved], personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
Witness my hand and official seal.
[Name of Notary Public]
My commission expires: [date]