\n {t('Contract::This contract is a draft')}\n
\nThis is where you can add your custom contract text. Feel free to edit to content,
2.1 Paragraph. Leverage agile frameworks to provide a robust synopsis for high level overviews. Iterative approaches to corporate strategy foster collaborative thinking to further the overall value proposition. Organically grow the holistic world view of disruptive innovation via workplace diversity and empowerment.
'),\n position: ContentBlockHelper.POSITION_STEP_INDEX * 1\n },\n ],\n }\n ]\n },\n {\n title: i18n.t('ContractTemplate::Templates'),\n templates: [\n {\n icon: Images.SERVICE_CONTRACT_TEMPLATE,\n title: i18n.t('ContractTemplate::Service agreement'),\n description: i18n.t('ContractTemplate::This agreement ensures both parties are on the same page, minimizing disputes, and providing a solid foundation for a successful collaboration.'),\n contentBlocks: [\n {\n type: ContentBlockType.TEXT,\n content: i18n.t('ContractTemplate::THIS SERVICES AGREEMENT (the “Agreement”) is made effective as of [ENTER EFFECTIVE DATE] (the “Effective Date”), by and between: (1) [ENTER COMPANY NAME] (hereinafter the “Company”), located at [ENTER ADDRESS] and (2) [ENTER CLIENT NAME] (hereinafter the “Contact”), located at [ENTER CLIENT ADDRESS] (collectively referred to herein as the “Parties,” and individually as a “Party”).
WHEREAS, Company possesses professional expertise in the field of [ENTER FIELD OF EXPERTISE], and offers its clients certain [ENTER FIELD OF EXPERTISE] services; and
WHEREAS, Contact desires to engage Company and Company accepts the engagement to perform certain professional [ENTER FIELD OF EXPERTISE] services for Contact in accordance with the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the Parties agree as follows:
Contact hereby retains the services of Company to provide certain [ENTER FIELD OF EXPERTISE] services as defined herein (collectively the “Services”).
Company will provide the Services as defined below for Contact in accordance with the defined compensation rates provided in Paragraph 4.
Company’s principal Contact contact during the term of this Agreement will be:
Name: [ENTER CLIENT CONTACT NAME]
Email: [ENTER CLIENT CONTACT EMAIL]
Company shall provide the following Services to Contact: [ENTER SERVICES DESCRIPTION].
This Agreement is effective upon the date signed, and shall remain in effect until [ENTER ENDING DATE] (the “Term”).
The Contact’s obligations under the following paragraphs shall survive the expiration of this Agreement: Paragraphs 4, 7, 8, 9, 10 and 17.
In consideration for the Services, Contact shall pay Company as follows: [ENTER COMPENSATION STRUCTURE]. All fees paid by Contact to Company are non-refundable. All fees paid by Contact to Company shall be paid via [ENTER PAYMENT METHOD].
Contact will reimburse Company for all reasonable expenses incurred by Company in performing the Services pursuant to this Agreement, only if Company receives written consent via email from an authorized representative of Contact prior to incurring such expenses and submits receipts for such expenses to Contact.
Contact acknowledges and agrees that fees and/or costs for Services are NOT contingent upon achieving any particular goals, metrics, and/or operating results.
Contact shall pay all authorized expense invoices upon receipt of a submitted invoice from Company. In the event Contact fails to pay any portion of an invoice within ten (10) business days of receipt of an invoice from Company, a late payment penalty of five percent (5%) will be assessed for every week (including partial weeks) such payment is delayed.
If the Contact wishes to change the services that Company is providing hereunder, or wants to obtain additional services not covered by this Agreement, then the Contact shall advise Company and Company shall submit a new services agreement for Contact’s approval. No such service request shall be binding unless and until it has been approved and has been signed by Company and Contact.
Company is an independent contractor with respect to its relationship to Contact. Neither Company nor Company’s employees and/or agents are or shall be deemed for any purpose to be employees of Contact. Contact shall not be responsible to Company, Company’s employees and/or agents, or any governing body for any payroll taxes related to the performance of the Services.
Under no circumstances shall Company be liable to Contact or any third party for indirect, incidental, consequential, special or exemplary damages (even if that party has been advised of the possibility of such damages), arising from the Services herein contemplated or any provision of this Agreement, such as, but not limited to, loss of revenue or anticipated profit or lost business, costs of delay or failure of delivery, or liabilities to third-parties arising from any source. Company’s total liability hereunder shall be limited to the fees paid by Contact to Company for the Services (excluding any amounts paid by Contact to Company which were utilized to pay for third-party services).
Contact agrees to defend, indemnify, and hold harmless Company and its officers, directors, agents, affiliates, distributors, representatives, and employees from any and all third-party claims, demands, liabilities, costs and expenses, including reasonable attorneys’ fees, costs and expenses resulting from Contact’s material breach of any duty, representation or warranty under this Agreement.
Notwithstanding anything to the contrary in this Agreement, Company makes no and disclaims all warranties, express or implied, including the implied warranties of merchantability, fitness for a particular purpose with respect to the Services to the extent permitted by applicable law. Contact hereby disclaims that it is relying upon or has relied upon any representations or warranty not included in this Agreement that may have been made by any person, and acknowledges and agrees that Company disclaims any such other representations and warranties.
Contact shall not, directly or indirectly, during the term of this Agreement and for a period of twelve (12) months following its termination, induce or influence any employee of Company or any other person or entity to terminate their relationship with Company.
This Agreement is not assignable, in whole or in part, by Contact without the prior written consent of Company. Any attempt to make such an assignment shall be void.
In any legal action between the Parties concerning this Agreement, the prevailing party shall be entitled to recover reasonable attorneys’ fees and costs.
If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining portions of this Agreement shall remain in full force and effect and construed so as to best effectuate the original intent and purpose of this Agreement.
This Agreement shall be construed in accordance with the laws of the State of [ENTER STATE], without regard to conflict of laws rules. Venue shall be in a court of competent jurisdiction in the State of [ENTER STATE], and both Parties expressly consent to jurisdiction in such courts.
This Agreement supersedes all prior agreements and understandings between the Parties for performance of the Services and constitutes the complete agreement and understanding between the Parties. The Parties may only amend this Agreement in a written document signed by both Parties.
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument. For purposes of this Agreement, use of a facsimile, e-mail, or other electronic medium shall have the same force and effect as an original signature.
Contact grants Company permission to use Contact’s name and logo in any marketing materials of Company.
A Party shall not be considered in breach of or in default under this Agreement on account of, and shall not be liable to the other Party for, any delay or failure to perform its obligations hereunder by reason of fire, earthquake, flood, explosion, strike, riot, war, terrorism, or similar event beyond that Party’s reasonable control (each a “Force Majeure Event”); provided, however, if a Force Majeure Event occurs, the affected Party shall, as soon as practicable: (a) notify the other Party of the Force Majeure Event and its impact on performance under this Agreement; and (b) use reasonable efforts to resolve any issues resulting from the Force Majeure Event and perform its obligations hereunder.
THIS SUBCONTRACTOR AGREEMENT (this “Agreement”) is entered into as of [ENTER EFFECTIVE DATE] (the “Effective Date”) by and between: [ENTER CONTRACTOR NAME] (hereinafter “Contractor”), located at [ENTER ADDRESS] and [ENTER SUBCONTRACTOR NAME] (hereinafter the “Subcontractor”), located at [ENTER SUBCONTRACTOR ADDRESS] (collectively referred to herein as the “Parties,” and individually as a “Party”).
Contractor hereby appoints Subcontractor to provide certain services as described herein.
[CLIENT SERVICE CONTRACT & LOCATION].
[ENTER APPLICABLE SERVICES DESCRIPTION; DETAILS OF JOB; PAYMENT, ETC.].
Subcontractor by examination has satisfied himself/herself or itself as to the nature and location of the Work; the character, quantity, and kinds of materials necessary; the adequacy of any surface and/or subsurface conditions necessary to assure proper installation of Subcontractor's Work; the kinds and quantity of equipment needed; and other local conditions or matters affecting compliance with the applicable contract documents. Further, Subcontractor is familiar with the respective rights, powers, benefits and liabilities of Contractor and the respective owner under the contract documents and hereby agrees to comply with and perform all provisions thereof which are applicable to the Work.
The Subcontractor shall furnish for the consideration mentioned herein all labor, material, supervision, equipment, hoisting, temporary storage, insurance, taxes, fees and permits necessary to complete the services in accordance with the terms and conditions of this Agreement.
In the event of a conflict between the contract documents as they apply to the subcontract work, the more onerous or more expensive interpretation shall govern. Subcontractor agrees to perform its work in compliance with all applicable rules, regulations, ordinances pertaining to same.
a. Smoking at the jobsite is prohibited at all times.
b. Subcontractor shall only use designated restrooms at the jobsite. Such restrooms shall be kept clean and neat.
c. Jobsite shall be left clean at the conclusion of each workday.
d. At the conclusion of each workday, Subcontractor’s equiment shall be disconnected and placed in a designated area.
e. Subcontractor shall not use profanity at the jobsite, nor shall it wear any type of offensive clothing.
f. Subcontractor shall not play excessively loud music at the jobsite.
g. All pets of the Subcontractor are prohibited from the jobsite.
h. Subcontractor shall under no circumstances enter the Owner’s quarters that are not directly tied to the jobsite.
i. Any equipment borrowed by Subcontractor from Contractor that are damaged, broken or lost will be the financial responsibility of Subcontractor. Subcontractor shall be obligated to pay for any and all repairs and/or replacement of any equipment borrowed by Subcontractor from Contractor that are damaged, broken or lost.
The Parties hereto agree and understand that Contractor shall be able to market the Subcontractor’s work as its own for marketing purposes, and Contractor shall own all rights to the work with respect to pictures and/or marketing materials created containing images of the project. Subcontractor shall only utilize pictures of the project in its marketing materials with written authorization from Contractor and use of such pictures shall be required to indicate that the project was completed by Contractor.
Costs related to travel will NOT be covered, paid or reimbursed by Contractor. Subcontractor shall receive no compensation of any form for time, travel or any related expenses.
Time is of the essence of this Agreement. The Parties hereto agree and acknowledge that the Subcontractor shall comply with any and all applicable deadlines included herein.
Subcontractor will proceed with its work in a prompt and diligent manner in accordance with Contractor’s schedule as amended from time to time. Subcontractor shall be liable for any damages for delay sustained by Contractor caused directly or indirectly by Subcontractor, including, but not limited to, damages, liquidated or otherwise, for which Contractor is liable to an owner.
In agreeing to perform the work described herein, Subcontractor has taken into account and has made allowances for delays which should be reasonably anticipated and/or foreseeable.
IN THE EVENT THAT THE SUBCONTRACTOR'S PERFORMANCE OF ANY WORK HEREUNDER IS DELAYED OR INTERFERED WITH FOR ANY REASON OR FOR ANY PERIOD OF TIME BY ACTS OR OMISSIONS OF THE OWNER, CONTRACTOR, OR OTHER SUBCONTRACTOR, SUBCONTRACTOR MAY REQUEST AN EXTENSION OF TIME FOR THE PERFORMANCE OF THE WORK, BUT SHALL NOT BE ENTITLED TO ANY INCREASE IN THE CONTRACT PRICE OR TO DAMAGES AS A CONSEQUENCE OF SUCH DELAYS OR INTERFERENCE EXCEPT TO THE EXTENT THAT THE CONTRACT DOCUMENTS ENTITLE CONTRACTOR TO COMPENSATION FOR SUCH DELAYS AND THEN ONLY TO THE EXTENT THAT CONTRACTOR MAY ON BEHALF OF SUBCONTRACTOR ACTUALLY RECEIVE FROM THE OWNER MONIES FOR SUCH DELAYS. THE RECEIPT OF SAID SUMS BY CONTRACTOR SHALL BE A CONDITION PRECEDENT TO ANY OBLIGATION TO SUBCONTRACTOR.
Subcontractor shall provide written notification to Contractor of any event for which compensation is sought under paragraph 4.4 within three (3) days from the time said event begins.
In consideration of the faithful performance of the covenants and agreements herein to the full satisfaction and acceptance of the Owner and Contractor, Contractor agrees to pay, or cause to pay Subcontractor the sum included herein as agreed to by the Parties.
Payments shall be made to Subcontractor in accordance with the terms provided herein.
Payments will be made by direct deposit into Subcontractor’s bank account of choice. Subcontractor shall supply his/her or its bank account information by submitting a voided check relating to the specific bank account to Contractor.
SUBCONTRACTOR AGREES TO ACCEPT THE RISK OF NON-PAYMENT IF AN OWNER DOES NOT PAY SUBCONTRACTOR'S CONSTRUCTION DRAWS OR FINAL PAYMENT TO CONTRACTOR. OWNER'S PAYMENT TO CONTRACTOR OF SUCH FUNDS SHALL BE AN EXPRESS CONDITION PRECEDENT TO ANY OBLIGATION OF CONTRACTOR TO PAY SUCH FUNDS TO SUBCONTRACTOR.
Contractor may require as a condition for partial payment that the Subcontractor submit lien waivers through the date and for the amount covered by the invoice and will require as a condition of final payment complete lien and claim waivers from the Subcontractor, his/her or its materialmen, laborers and sub subcontractors.
All covenants and obligations of Contractor herein are performable in State of [ENTER STATE].
Failure to complete the Work shall result in non-payment. A back charge of [ENTER APPLICABLE AMOUNT] shall be owed by Subcontractor to Contractor for non-completion of the Work. A back charge of [ENTER APPLICABLE AMOUNT] per day will be applied for late submitted Work.
TO THE FULLEST EXTENT PERMITTED BY LAW, SUBCONTRACTOR SHALL FULLY PROTECT, INDEMNIFY, AND SAVE AND HOLD HARMLESS THE OWNER AND CONTRACTOR FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, DAMAGES, LIENS, LIABILITIES, ATTORNEYS' FEES, LOSSES AND EXPENSES, AND/OR CAUSES OF ACTION OF ANY AND EVERY NATURE WHATSOEVER ARISING IN ANY MANNER, DIRECTLY OR INDIRECTLY, OUT OF OR IN CONNECTION WITH, OR IN THE COURSE OF OR INCIDENTAL TO ANY OF SUBCONTRACTOR'S WORK OR OPERATIONS HEREUNDER. SUBCONTRACTOR'S OBLIGATIONS TO INDEMNIFY AND HOLD HARMLESS OWNER AND CONTRACTOR AS STATED ABOVE SHALL APPLY IF AND TO THE EXTENT SUCH CLAIM, CAUSE OF ACTION, DEMAND, DAMAGE, LIEN, LIABILITY, FEE, LOSS OR EXPENSE IS CAUSED, IN WHOLE OR IN PART, BY ANY NEGLIGENT ACT OR OMISSION OR BREACH OF CONTRACT BY SUBCONTRACTOR OR ANYONE DIRECTLY OR INDIRECTLY EMPLOYED BY SUBCONTRACTOR OR ANYONE FOR WHOSE ACTS SUBCONTRACTOR IS OR MAY BE LIABLE OR IS CAUSED BY OR ARISES OUT OF THE USE OF ANY PRODUCTS, MATERIAL OR EQUIPMENT FURNISHED BY SUBCONTRACTOR.
Prior to the start of Subcontractor's Work, Subcontractor shall procure and maintain in force for the duration of the Work, Worker's Compensation Insurance, Employer's Liability Insurance, Comprehensive General Liability Insurance and all insurance required of Contractor. Contractor shall be named as an additional insured on Subcontractor’s commercial general liability insurance policy and Subcontractor shall furnish to Contractor duplicates of original copies of insurance certificates evidencing compliance with the foregoing insurance requirements. The following minimum levels of insurance shall be required:
Workers’ Compensation insurance covering the legal liability of Subcontractor under the applicable workers’ compensation or occupational disease laws for claims for personal injuries and death resulting there from to Subcontractor and/or Subcontractor’s employees or agents. The Subcontractor shall also obtain a minimum of $500,000 of Employers’ Liability insurance. Certificates of insurance must include a waiver of subrogation in favor of Contractor.
Commercial General Liability insurance covering the legal liability (including liability assumed contractually, whether incidental or not) of the Subcontractor who may be engaged in the services, for claims for personal injuries (including death) and property damage resulting there from arising out of the services to be performed by the Subcontractor, in an amount not less than $500,000 for any one occurrence, $1,000,000 general aggregate (subject to a per project general aggregate provision), $1,000,000 Products/Completed Operations aggregate limit. Commercial General Liability insurance shall be obtained and shall include broad form contractual liability coverage, products/completed operations, cross liability, severability of interest and broad form property damage (if required), and Contractor as well as its directors, officers and employees shall be named as an additional insured on such Commercial General Liability policy regarding liability arising out of operations performed under this Agreement. Form CG 20 10 07 04 and CG 20 37 07 04 must be shown on the certificate of insurance or its equivalent.
Subcontractor warrants that all labor and material will be new, of good quality and free from faults and defects. This warranty shall remain in effect for [ENTER APPLICABLE WARRANTY PERIOD] after the date of occupancy. Warranty work, if required, shall be the responsibility of Subcontractor and must be completed within fourteen (14) days from the time Subcontractor is notified by Contractor of the need for such warranty work. If the warranty work is not completed by Subcontractor within fourteen (14) days, Contractor reserves the right to contract the work out to another subcontractor. All costs incurred by Contractor due to the failure of Subcontractor to complete the warranty work in a timely manner shall be deducted from the first available payment due the Subcontractor, and if no such payment is due the Subcontractor, then Subcontractor shall be responsible for payment to Contractor of all costs incurred to complete Subcontractor’s warranty work.
The Subcontractor further warrants that all work performed under this Agreement shall be performed in a good and workmanlike manner in accordance with established industry standards. Further, the Subcontractor assigns to Contractor all warranties on materials and appliances which the Subcontractor is providing as part of its work. Subcontractor shall make copies of any written warranties available to Contractor upon request.
Subcontractor, in performance of its work, shall comply with all federal, state and local laws and regulations. Subcontractor, in the performance of its work, shall: (a) employ only United States citizens and non-U.S. citizens who are authorized to work in the United States; (b) obtain for each of its employees an Employment Eligibility Verification Form I-9 and appropriate supporting documentation; (c) provide to its employees all required governmental notices; (d) not unlawfully discriminate on the basis of citizenship or national origin in connection with such employment; and (e) indemnify and hold Contractor, its officers, directors, members, employees, agents, shareholders, affiliates, subsidiaries, successors and assigns harmless from all liability resulting from the failure of Subcontractor to comply with the provisions of this paragraph.
No alterations, additions or deletions shall be made in the materials to be furnished or the work to be performed under this Subcontractor Agreement or the contract documents except pursuant to a written change order signed by Contractor. The value of the materials or alterations, additions or deletions by written change order shall be determined by both Contractor and the Subcontractor and shall be added to or deducted from the contract sum, as the case may be. No extra charge will be processed unless accompanied by a signed change order.
If Subcontractor receives a signed change order from Contractor, but disputes the validity or amount of the change order, or if Contractor disputes Subcontractor's contention that certain work warrants a change order, the Subcontractor shall promptly follow the directions of Contractor pending resolution of the dispute. The Subcontractor shall not be entitled to make a claim for extra work unless the Subcontractor has given Contractor written notice of the claim for extra compensation prior to the time that the claimed extra work begins. All claims for extra work done without the above-referenced written notice are waived.
In the course of providing the work described herein, Subcontractor may have acquired, or may acquire in the future, access to “Confidential Information.” “Confidential Information” includes, without limitation: (i) any “trade secret” as defined under relevant trade secret laws or regulations; (ii) any information that has actual or potential economic value to Contractor from not being generally known to the public, to its competitors, or to other persons who can obtain economic value from its disclosure or use, or information that could cause injury to any of them if disclosed; (iii) any and all information disclosed to Subcontractor or known by Subcontractor as a consequence of Subcontractor’s provision of work described herein that is not generally known to competitors or the general public about Contractor’s businesses, finances, operations, employees, partners, services, research and independent projects, marketing, internal affairs, business affairs, legal affairs, partnerships, creative ideas, concepts, projects in development, advertising, promotional procedures, budgets; (iv) any information about the personal lives of any of Contractor’s officers, directors or employees; and (v) any and all Confidential Information entrusted to the Contractor by third parties. Confidential Information may be contained in written materials, handwritten notes, verbal communications, digital or tape recordings, and/or any other tangible medium of expression, including, but not limited to, hard disk and soft disk drive mechanisms.
“Confidential Materials” include documents or other media or tangible items that contain or embody Confidential Information or any other information concerning the business, operations or plans of Contractor, whether such documents have been prepared by Subcontractor or by others.
Subcontractor agrees that at all times, both during and after the time that Subcontractor is providing the services as described herein, Subcontractor will cause each of its employees, contractors, agents, representatives to maintain all Confidential Information in strict confidence. Subcontractor will cause each of its employees, contractors, agents, representatives to not summarize, copy, disclose or otherwise communicate any Confidential Information to any person or entity, whether directly or indirectly, or use any Confidential Information except to the limited extent actually necessary to perform the work described herein. Moreover, if Subcontractor becomes aware that anyone is engaged in such unauthorized activity, Subcontractor shall inform a representative of Contractor immediately.
During Subcontractor’s business relationship with Contractor, and for a period of twelve (12) months after the termination of such relationship, whether such termination is voluntary or involuntary, and with or without cause, Subcontractor shall not directly or indirectly, or otherwise (i) own, control, or participate in the ownership or control of any entity, business or enterprise that competes directly with Contractor, or (ii) become employed by, or work with or for, in any capacity, whether as an employee, consultant, or independent contractor, any entity, business, or enterprise that competes directly with Contractor.
Subcontractor acknowledges that in order to effectuate the promise to hold Confidential Information in trust for Contractor, it is necessary to enter into the following non-solicitation covenant. As such, Subcontractor agrees that during the period of this Agreement and for a period of twelve (12) months following the termination date of this Agreement with Contractor, for whatever reason, Subcontractor shall not, directly or indirectly, without written approval of Contractor, solicit or induce, or attempt to solicit or induce, any current employee, customer or client of Contractor to alter, leave, or cease their relationship with Contractor for any reason whatsoever.
It is agreed that notwithstanding anything contained in this Agreement, Subcontractor acknowledges and agrees not to circumvent Contractor in regard to any transaction or business opportunity that is discussed with and/or disclosed by Contractor to Subcontractor, whether in writing or otherwise. Subcontractor further agrees not to share or disclose any information, either orally or in e-mail or document form to any third-party individual and/or entity regarding any transaction or business opportunity that is discussed in any manner with Contractor unless Contractor has given Subcontractor written authorization to do so.
n carrying out his/her or its work, Subcontractor shall take necessary precautions to protect the finished work of other trades from damage caused by his/her or its operations and Subcontractor shall repair and/or replace to Contractor’s satisfaction and on Contractor’s demand all damage caused by his/her or its operation at no expense to Contractor.
Subcontractor shall not assign this Subcontract or any amounts due or to become due thereunder to any third party without prior written consent of Contractor, and shall not subcontract the whole or any portion of this Subcontract without prior written consent of Contractor.
This Agreement shall be governed by the laws of the State of [ENTER STATE].
Any dispute or claim that arises out of or relates to this Agreement, or that relates to the breach of this Agreement or that arises out of or that is based upon this Agreement shall be resolved by arbitration in accordance with the then effective arbitration rules of (and by filing a claim with) the American Arbitration Association (“AAA”), and judgment upon the award rendered pursuant to such arbitration may be entered in any court having jurisdiction thereof. Any such arbitration proceedings shall solely be conducted in [ENTER APPLICABLE COUNTY] County, State of [ENTER STATE].
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IN WITNESS WHEREOF, the Parties hereto have caused this Non-Disclosure and Non-Compete Agreement to be executed and delivered by their respective appropriate officers, thereunto duly authorized, as of the date first written above.
(a) “Disclosing Party” shall mean Company 1 as the Party that is disclosing any information to any other Party.
(b) “Receiving Party” shall mean Company 2 as the Party that is receiving information released, disclosed or revealed by Company 1.
This Agreement shall terminate upon the earlier of the Parties’ entering into a contract that specifically states it shall replace this Agreement or two (2) years from the Effective Date of this Agreement. The Parties agree that the terms of Section 3 (\"Confidential Information\"), Section 5 (\"Ownership\"), and Section 6 (\"Limited Use of Confidential Information\") which includes, but is not limited to, a covenant of non-circumvention with respect to any business opportunities discussed between the Parties hereto and/or business opportunities relating in any way to Confidential Information communicated between the Parties hereto shall survive the termination of this Agreement indefinitely.
Except as set forth below, “Confidential Information” shall mean and include any financial, operational, technical, regulatory, property-level, operator-specific, legal and other information relating to the present and future business and affairs of the party disclosing the information, all of which for purposes of this Agreement shall be considered proprietary and not subject to any of the exceptions set forth in (a) through (d) below (the “Disclosing Party”), which information is provided to the other party (the “Receiving Party”), whether such information is provided in written, oral, graphic, pictorial or recorded form, stored on computer discs, hard drives, magnetic tape or digital or any other electronic medium, or is provided by inspection. Confidential Information may include, but is not limited to, product designs, patent applications, product and manufacturing technology, supplier data, marketing plans and consumer data, customer lists, research and development data, financial statements, cost and expense data, trade secrets, processes, formulae, methods, know-how, techniques and similar information, and any and all notes, reports, analyses, studies, memoranda or other documents derived or developed in any way therefrom. It is understood that the term “Confidential Information” does not include information which:
(a) was within the possession of the Receiving Party prior to any disclosure made in accordance with this Agreement, as shown by written records in the possession of the Receiving Party;
(b) the Receiving Party receives from a third party (other than the Disclosing Party) without the Receiving Party’s knowledge that such third party is breaching a pre-existing obligation to the Disclosing Party;
(c) was at the time of disclosure publicly available, or becomes publicly available subsequent to the date hereof; provided, that the Receiving Party’s breach of this Agreement or any obligation described herein is not the cause of such information becoming publicly available; or
(d) was independently developed by the Receiving Party’s employees who have no knowledge of or access to the Disclosing Party’s Confidential Information, without violating the Receiving Party’s obligations hereunder and as shown by documentary evidence.
Notwithstanding anything contained herein to the contrary, any trade secrets of the Disclosing Party, in addition to the protections afforded herein as Confidential Information, will also be entitled to all of the protections and benefits under any applicable trade secret laws.
The Receiving Party hereby acknowledges and agrees that all of the Confidential Information of the Disclosing Party is the exclusive proprietary property of the Disclosing Party.
(a) Non-Disclosure. All Confidential Information will (a) be kept confidential by the Receiving Party and not disclosed to any third party( except as required in furtherance of the Business Purpose provided that the recipients thereof shall be advised of the confidential nature of the information provided and will enter into non-disclosure agreements ) unless the Receiving Party is requested or required to produce Confidential Information (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoenas, civil investigative demand or similar process) in connection with any proceeding, and (b) not be used by the Receiving Party for any commercial or competitive purpose whatsoever, and may only be used in connection with the Business Purpose. In the event of any proposed disclosure under clause (a), the Receiving Party shall promptly notify the Disclosing Party upon receipt of any such request or requirement and shall provide the Disclosing Party with an opportunity (if then available) to contest the propriety of such order or subpoena or to arrange for appropriate safeguards against any further disclosure by the court or administrative or congressional body seeking to compel disclosure of such Confidential Information. Except as provided herein, without the prior written consent of the Disclosing Party, the Receiving Party shall not disclose to any other party that the Disclosing Party has made Confidential Information available to the Receiving Party, or that the Receiving Party are in possession of or have access to any Confidential Information.
(b) Limited Use. Any Confidential Information disclosed shall be used by the Receiving Party only within the scope and purpose for which it was disclosed pursuant to this Agreement. Neither Party shall exploit or permit the Confidential Information to be used for the benefit of any person or entity that is not a party to this Agreement.
(c) Non-Circumvention. The Parties acknowledge that any Disclosing Party has legitimate interests in keeping any Receiving Party from (i) soliciting its business partners and contacts (such partners and contacts constituting “Confidential Information”) or (ii) attempting to circumvent the Disclosing Party while using Disclosing Party’s Confidential Information. Therefore, the Parties agree that they will not, for any reason, or for no reason, do any of the following: (i) directly or indirectly solicit the business partners or other contacts disclosed as Confidential Information by any Disclosing Party; (ii) attempt to circumvent the Disclosing Party in an attempt to do business without them while using Disclosing Party’s Confidential Information; (iii) use any advantages derived from a Disclosing Party's Confidential Information in the Receiving Party's own business or affairs, unless the same is done pursuant to a definitive agreement executed by the Parties hereto; (iv) attempt to circumvent, avoid, bypass, obviate, or compete with the Disclosing Party or enter into a relationship of any kind directly or indirectly with (a) any of the Disclosing Party's business contacts (including any of the business contact's employees, officers, directors, representatives, agents, all affiliated entities, brokers, successors and assigns) disclosed hereunder; or (b) any of the Disclosing Party's employees, officers, directors, representatives, agents, brokers, successors or assigns without the prior written approval of the Disclosing Party; (v) contact, deal with, negotiate or participate in any transaction with, any business contact of the Disclosing Party which contact is considered Confidential Information hereunder without the prior written approval of the Disclosing Party.
The Receiving Party shall provide the same care to avoid disclosure or unauthorized use of the Confidential Information as the Receiving Party generally provides to protect its own proprietary information, which shall in no event be less than reasonable care.
Upon termination of this Agreement, the Receiving Party shall, regardless of any claims or causes of action that it may have or believe it has against the Disclosing Party at that time:
(a) immediately return to the Disclosing Party or, in the case of Confidential Information stored in electronic, magnetic or digital media, at the election of the Disclosing Party, erase or render unreadable, all materials furnished (including, without limitation, any working papers containing any Confidential Information or extracts therefrom, copies, summaries, records, descriptions, modifications, drawings, photographs, videotapes, computer- based data, and adaptations of the documents and tangible items received from Disclosing Party) that contain Confidential Information of the Disclosing Party, and agrees that the Receiving Party will not retain any copies thereof; and
(b) If so, requested by the Disclosing Party, deliver a certificate of an appropriate executive officer of the Receiving Party certifying that all such Confidential Information within the Receiving Party’s possession or control or the possession or control of such Representative has been returned or erased, as appropriate, and that no such Confidential Information has been retained.
The Parties hereto agree that they nor any of their respective agents, subsidiaries, affiliates, successors, assigns, officers, key employees or directors, will in any way publicly disparage, call into disrepute, defame, slander or otherwise criticize the other Party or the other Party’s subsidiaries, affiliates, successors, assigns, officers, directors, employees, shareholders, agents or representatives, or any of the other Party’s products and/or services, in any manner that would damage the business or reputation of the other Party, its products and/or services or the other Party’s subsidiaries, affiliates, successors, assigns, officers, directors, employees, shareholders, agents or representatives. Furthermore, the Parties hereto agree that they shall not publicize anything in any format in connection with their discussions and/or exchanges and/or receipt of Confidential Information with the other Party as contemplated herein. Any public comments made by a Party hereto about the other Party shall require the prior written consent of the Party before any such public comments are made.
During the term of this Agreement and for a period of twenty-four (24) months after the expiration and/or termination of this Agreement for any reason and/or the Receiving Party’s departure from Disclosing Party (if Receiving Party is an employee and/or contractor of Disclosing Party) (whichever of the foregoing occurs first), for whatever reason, the receiving party agrees that it shall not: (a) offer services to any third party individual and/or entity utilizing information and processes that are unique to Disclosing Party and/or Disclosing Party’s business operations; (b) directly or indirectly induce by any means any customers or clients of Disclosing Party and/or Disclosing Party’s business operations to patronize any similar business or operations; (c) directly or indirectly request or advise by any means any customer or client of Disclosing Party and/or its business operations to withdraw, curtail, or cancel such customer's or client's business with Disclosing Party and/or its business operations; or (d) directly or indirectly disclose to any other person, partnership, corporation or association, the names or addresses of any of the customers or clients of Disclosing Party and/or its business operations.
The terms of this covenant of Non-Compete Covenant are intended to apply throughout the United States and to all other geographic regions in which Disclosing Party and/or its business operations conduct business.
Receiving Party acknowledges that in order to effectuate the promise to hold Confidential Information in trust for Disclosing Party, it is necessary to enter into the following non-solicitation covenant. As such, receiving party agrees that during the term of this Agreement and for a period of twenty-four (24) months after the expiration and/or termination of this Agreement for any reason and/or the receiving party’s departure from Disclosing Party (whichever of the foregoing occurs first), for whatever reason, Receiving Party shall not, directly or indirectly, without written approval of Disclosing Party, solicit or induce, or attempt to solicit or induce, any current employee, customer and/or client of Disclosing Party and/or its business operations to alter, leave, or cease their relationship with Disclosing Party and/or his business operations for any reason whatsoever.
In the event that the Disclosing Party inadvertently fails to designate information or data furnished to the Receiving Party as Confidential Information in accordance with this Agreement, the Disclosing Party may subsequently designate such information as Confidential Information by notifying the Receiving Party in writing within thirty (30) days of sending any such information, and such information shall be treated as Confidential Information in accordance with the terms of this Agreement.
Neither the execution of this Agreement nor the furnishing of any Confidential Information pursuant hereto shall be construed as granting the Receiving Party, either expressly or by implication, any license under any patent, patent application, trade secret or know-how, or any license or right to use any Confidential Information for its own benefit or the benefit of any other person, and each Party hereto expressly agrees not to so use any such information.
All notices required or permitted to be given by either Party to the other under this Agreement shall be sent to the physical or electronic addresses set forth herein (or at such other address for a party as shall be specified in a notice given in accordance with this Section), and shall be sufficient if sent by: (a) hand delivery or courier service, with signature confirmation; or (b) certified mail, return receipt requested; or © e-mail (i.e., electronically), with electronic confirmation of delivery to the sender (sent as aforesaid, “notice”); provided, however, that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient. Thereafter, notices, requests and other communications shall be delivered to the most recent address so furnished.
Failure to insist upon strict compliance with any provision of this Agreement shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure, nor shall such failure to act constitute or be construed or interpreted as a modification or amendment of this Agreement.
This Confidentiality Agreement shall be governed and controlled by the laws of the State of [ENTER STATE], without reference to its conflicts of laws principles.
The Parties agree to use good faith efforts to resolve any dispute, controversy or claim arising out of or in connection with, or relating to, this Agreement or any breach or alleged breach hereof (“Dispute”) promptly and fairly. If the Parties are unable to resolve a Dispute by negotiation, the Parties agree to submit it to non- binding mediation conducted by a mutually selected mediator or, at the option of either Party, by the American Arbitration Association (“AAA”). If such mediation is unsuccessful in resolving the Dispute, then such Dispute shall then be submitted to, and settled by, arbitration in the City of [ENTER CITY], State of [ENTER STATE], pursuant to the commercial arbitration rules then in effect of the AAA (or at any time or at any other place or under any other form of arbitration mutually acceptable to the Parties so involved). Any award rendered shall be final and conclusive upon the Parties and a judgment thereon may be entered in the highest court of the forum, state or federal, having jurisdiction. The expenses of the arbitration, including the cost of experts, evidence and counsel fees, shall be borne by the unsuccessful or losing Party in the dispute, controversy or claim that is settled by such arbitration.
The foregoing arbitration provision notwithstanding, the Parties acknowledge that irreparable harm will result from breach of this Agreement. Therefore, a non-breaching Party may seek an injunction in the Courts of [ENTER COUNTY] County, State of [ENTER STATE] against the actions of any Party that breaches this Agreement, until such dispute can be resolved in arbitration.
The Parties agree, understand and acknowledge that each and every clause, provision, section, paragraph, term, covenant and condition contained in this Agreement is separate and distinct from any and all other clauses, provisions, sections, paragraphs, terms, covenants and conditions contained in this Agreement, and further agree, understand and acknowledge that each of the foregoing shall have equal weight, merit and importance among them and shall not have greater or lesser weight, merit or importance than any other clause, provision, section, paragraph, term, covenant and/or condition contained herein.
All remedies of the Parties hereunder are cumulative, are in addition to any other remedies provided for by law, and may, to the extent permitted by law, be exercised concurrently or separately. The exercise of any one remedy shall not be deemed to be an election of such remedy or to preclude the exercise of any other remedy.
The invalidity or unenforceability of any particular provision of this Agreement shall not affect its other provisions and, to that end, the provisions of this Agreement shall be deemed severable.
This instrument contains the entire agreement between the Parties regarding the use of Confidential Information. It may only be changed by written agreement between the Parties.
Facsimile or other electronic signatures of the undersigned Parties will have the same force and effect as original signatures. This Agreement may be executed in one or more counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.
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