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AGREEMENT made this ________ day of ________ [Month] 20 __, between ________ [Name] of ________ [Address], hereinafter referred to as "Company", and ________ [Name] of ________ [Address], hereinafter referred to as "Undersigned", agree:
1. Introduction. Company will furnish Undersigned with certain information that is proprietary and confidential, The Undersigned hereby warrants, represents, covenants, and agrees as follows:
2. Access to Information. The Undersigned in the course of examining the Company's records and business will have access to or learn certain information belonging to the Company that is proprietary and confidential (Confidential Information).
3. Definition of Confidential Information. The term "Confidential Information," as used throughout this Agreement, means any secret or proprietary information relating directly to the Company's business and that of the 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 and financial affairs of the Company and the Company's affiliated companies and subsidiaries.
4. Nondisclosure. The Undersigned will keep strictly confidential all Confidential Information and will not, without the Company's express written authorisation, signed by one of the Company's authorised officers, use or sell, market or disclose any Confidential Information to any third person, firm, corporation, or association for any purpose.
The Undersigned further agrees that the Undersigned will not make any copies of the Confidential Information except upon the Company's written authorisation, signed by one of the Company's authorised officers, and will not remove any copy or sample of Confidential Information from the premises of the Company without such authorisation.
5. Return Documents. Upon receipt of a written request from Company, the Undersigned will return to the Company all copies or samples of Confidential Information which, at the time of the receipt of the notice, are in Promisor's possession.
6. Duration of Agreement. The obligations imposed on the Undersigned shall continue with respect to each unit of the Confidential Information, 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 the Undersigned or Undersigned's agents, servants, officers, or employees or a breach of the covenants set forth in this Agreement.
7. Equitable Relief. The Undersigned acknowledges and agrees that a breach of the provisions of Paragraphs 4 or 5 of this Agreement would cause the Company to suffer irreparable damage that could not be adequately remedied by an action at law. Accordingly, the Undersigned agrees that the Company shall have the right to seek specific performance of the provisions of Paragraphs 4 and 5 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. Severability of Clauses. 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.
9. Entire Understanding. 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.
10. Governing Law. This Agreement, regardless of where made, shall be construed and enforced in accordance with laws of [state] [country] applicable to agreements to be executed and performed wholly within said State.
IN WITNESS WHEREOF, the parties have dated this agreement as first above written.