We hold confident all the information you provide to us about your company. Therefore we always begin our relationships with a signed Confidentiality Agreement. Please review our Non-Disclosure Agreement and please give us a call if you have any questions.
INTRODUCTION WHEREAS, Disclosing Party possesses certain confidential
proprietary information; and WHEREAS, in connection with the pursuit,
evaluation and/or feasibility of a business relationship, and/or the
consummation of a transaction between Receiving Party and Disclosing Party
(collectively, the “Business Purposes”), confidential proprietary information
of Disclosing Party may become available to Receiving Party. WHEREAS,
Disclosing Party desires to prevent the unauthorized use and disclosure of its
confidential proprietary information. NOW THEREFORE, in consideration of these
premises and for other good and valuable consideration, Receipt of which is
hereby acknowledged, the parties agree as follows:
This Agreement is made
on _________, (the “Effective Date”)
by and between,____________________ whose address is________________ (the
“Disclosing Party”), and Studio Consulting Group, Inc., (the “Receiving
Party”), whose address is 36 S Lancaster Rd., Savannah, GA 31410
The parties hereby agree as follows:
In its sole discretion, the Disclosing Party will provide
to the Receiving Party certain confidential and proprietary information for the
limited purpose of allowing the Receiving Party to evaluate its interest in ________, in accordance with the following terms and conditions:
1. Definition For purposes of this Agreement, “Confidential Information”
shall mean all strategic and development plans, financial condition, business
plans, co-developer identities, data, business records, customer lists, project
records, market reports, employee lists and business manuals, policies and
procedures, information relating to processes, technologies or theory and all
other information which may be disclosed by Disclosing Party or to which
Receiving Party may be provided access by Disclosing Party or others in
accordance with this Agreement, or which is generated as a result of or in
connection with the Business Purposes, which is not generally available to the
public.
2. Nondisclosure Obligations Receiving Party promises and agrees to receive and hold
the Confidential Information in confidence.
Without limiting the generality of the foregoing, Receiving Party
further promises and agrees:
A. to protect and
safeguard the Confidential Information against unauthorized use, publication or
disclosure;
B. not to use any of
the Confidential Information except for the Business Purposes.
C. not to, directly or
indirectly, in any way, reveal, report, publish, disclose, transfer or
otherwise use any of the Confidential Information except as specifically
authorized by Disclosing Party in accordance with this Confidentiality
Agreement.
D. not to use any
Confidential Information to unfairly compete or obtain unfair advantage vis a
vis Disclosing Party in any commercial activity which may be comparable to the
commercial activity contemplated by the parties in connection with the Business
Purposes. E. to restrict access
to the Confidential Information to those of its officers, directors, employees
and agents who clearly need such access to carry out the Business Purposes.
F. to advise each of
the persons to whom it provides access to any of the Confidential Information,
that such persons are strictly prohibited from making any use, publishing or
otherwise disclosing to others, or permitting others to use for their benefit
or to the detriment of Disclosing Party, any of the Confidential Information,
and, upon Request of Disclosing Party, to provide Disclosing Party with a copy
of a written agreement to that effect signed by such persons.
G. to
comply with any other reasonable security measures requested in writing by
Disclosing Party.
3. Restrictions The restrictions herein provided shall not apply with
respect to “Confidential Information” which:
A. Is known by the
Receiving Party at the time of receipt; or
B. Is or becomes a part
of the public domain without breach of this Agreement by the Receiving Party;
or C. Is legitimately
obtained by the Receiving Party without a commitment of confidentiality from a
third party; or
D. Is disclosed by the
Disclosing Party to a third party without a commitment of confidentiality by
the third party; or
E. Is independently
developed by the Receiving Party; or
F.
Is disclosed pursuant to judicial action or
government regulations, provided the Receiving Party notifies the Disclosing
Party prior to such disclosure and cooperates with the Disclosing Party in the
event the Disclosing Party elects to legally contest and avoid such disclosure.
4. No Right to Confidential Information A. Receiving Party
hereby agrees and acknowledges that no license, either express or implied, is
hereby granted to Receiving Party by Disclosing Party to use any of the
Confidential Information.
B. Receiving Party
further agrees that all inventions, improvements, copyrightable works and
designs relating to machines, methods, compositions, or products of Disclosing
Party directly resulting from or relating to the Confidential Information and
the right to market, use, license and franchise the Confidential Information or
the ideas, concepts, methods or practices embodied therein shall be the
exclusive property of Disclosing Party, and Receiving Party has no right or
title thereto.
5. Rights and Licenses This Agreement and the furnishing of “Confidential
Information” as provided herein shall not be construed as establishing, either
expressly or by implication, any grant of rights or licenses to the Receiving
Party or any relationship between the parties.
6. Ownership All tangible information, including drawings,
specifications and other information submitted hereunder by the Disclosing
Party to the Receiving Party, shall remain the property of the Disclosing
Party. If either party elects not to pursue any further business undertaking,
the Receiving Party shall promptly destroy or, upon written request, return to
the Disclosing Party all tangible information, and all copies thereof, related
to “Confidential Information”.
7. Export The Receiving Party shall not export any Confidential
Information without written permission from the Disclosing Party. If the
Receiving Party is permitted to export Confidential Information, the Receiving
Party shall comply with the U.S. Export Administration Laws and regulations
(EAR) and shall not export or re-export any technical data or products received
from the Disclosing Party or the direct product of such technical data to any
proscribed country listed in the “EAR” unless properly authorized by the U.S.
government.
8. Remedies Receiving Party understands and acknowledges that any
disclosure or misappropriation of any of the Confidential Information in
violation of this Agreement may cause Disclosing Party irreparable harm, the
amount of which may be difficult to ascertain and, therefore, agrees that
Disclosing Party shall have the right to apply to a court of competent
jurisdiction for an order restraining any such further disclosure or
misappropriation and for such other relief as Disclosing Party shall deem
appropriate. Such right of Disclosing Party shall be in addition to Remedies
otherwise available to the Disclosing Party at law or in equity.
9. Governing Law This Agreement shall be governed by and construed in
accordance with the laws of the State of Georgia.
10 Term and Termination This Agreement shall commence on the date first written
above. Receiving Party’s right to use the Confidential Information in
connection with the Business Purposes shall continue in effect for two (2)
years or until Disclosing Party provides Receiving Party with written notice of
termination of such right, whichever is earlier. Notwithstanding the foregoing,
Receiving Party’s obligations with respect to the Confidential Information
hereunder shall continue in full force and effect until further notice from
Disclosing Party.
11. Entire Agreement This Agreement constitutes the sole understanding of the parties
about this subject matter and may not be amended or modified except in writing
signed by each of the parties to the Agreement.
DISCLOSING PARTY NAME
Company or Business
Name:___________________________________________ By:_______________________________________________________________
Date: ________________________________ (Authorized Signature and Date)
Name:
____________________________________________________________
Title: ________________________________
RECEIVING PARTY NAME
Studio Consulting Group, Inc.
By:_______________________________________________________________
Date: ________________________________ (Authorized Signature and Date) Name: Bradford B. Jones,
Title: President
