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This
Confidentiality Agreement
("Agreement") is made and effective
the Date:_________________
by and between
DebtSellers.US ("Broker") and
_____________________________________________
("Recipient").
1.
Confidential Information.
Broker
proposes to disclose certain of its confidential
and proprietary information (the
"Confidential Information") to
Recipient. Confidential Information shall
include all data, materials, products,
technology, computer programs, specifications,
manuals, business plans, software, marketing
plans, financial information, and other
information disclosed or submitted, orally, in
writing, or by any other media, to Recipient by
Broker. Confidential Information disclosed
orally shall be identified as such within five
(5) days of disclosure. Nothing herein shall
require Broker to disclose any of its
information.
2.
Recipient's Obligations.
A.
Recipient agrees that the Confidential
Information is to be considered confidential and
proprietary to Broker and Recipient shall hold
the same in confidence, shall not use the
Confidential Information other than for the
purposes of its business with Broker, and shall
disclose it only to its officers, directors, or
employees with a specific need to know.
Recipient will not disclose, publish or
otherwise reveal any of the Confidential
Information received from Broker to any other
party whatsoever except with the specific prior
written authorization of Broker.
B.
Confidential Information furnished in tangible
form shall not be duplicated by Recipient except
for purposes of this Agreement. Upon the request
of Broker, Recipient shall return all
Confidential Information received in written or
tangible form, including copies, or
reproductions or other media containing such
Confidential Information, within ten (10) days
of such request. At Recipient's option, any
documents or other media developed by the
Recipient containing Confidential Information
may be destroyed by Recipient. Recipient shall
provide a written certificate to Broker
regarding destruction within ten (10) days
thereafter.
3.
Term.
The
obligations of Recipient herein shall be
effective one year
from the date Broker last discloses any
Confidential Information to Recipient pursuant
to this Agreement. Further, the obligation not
to disclose shall not be affected by bankruptcy,
receivership, assignment, attachment or seizure
procedures, whether initiated by or against
Recipient, nor by the rejection of any agreement
between Broker and Recipient, by a trustee of
Recipient in bankruptcy, or by the Recipient as
a debtor-in-possession or the equivalent of any
of the foregoing under local law.
4.
Other Information.
Recipient
shall have no obligation under this Agreement
with respect to Confidential Information which
is or becomes publicly available without breach
of this Agreement by Recipient; is rightfully
received by Recipient without obligations of
confidentiality; or is developed by Recipient
without breach of this Agreement; provided,
however, such Confidential Information shall not
be disclosed until thirty (30) days after
written notice of intent to disclose is given to
Broker along with the asserted grounds for
disclosure.
5.
No License.
Nothing
contained herein shall be construed as granting
or conferring any rights by license or otherwise
in any Confidential Information. It is
understood and agreed that neither party
solicits any change in the organization,
business practice, service or products of the
other party, and that the disclosure of
Confidential Information shall not be construed
as evidencing any intent by a party to purchase
any products or services of the other party nor
as an encouragement to expend funds in
development or research efforts. Confidential
Information may pertain to prospective or
unannounced products. Recipient agrees not to
use any Confidential Information as a basis upon
which to develop or have a third party develop a
competing or similar product.
6.
No Publicity.
Recipient
agrees not to disclose its participation in this
undertaking, the existence or terms and
conditions of the Agreement, or the fact that
discussions are being held with Broker.
7.
Governing
Law and Equitable Relief.
This
Agreement shall be governed and construed in
accordance with the laws of the United States
and the State of Florida
and Recipient consents to the exclusive
jurisdiction of the state courts and U.S.
federal courts located there for any dispute
arising out of this Agreement. Recipient agrees
that in the event of any breach or threatened
breach by Recipient, Broker may obtain, in
addition to any other legal remedies which may
be available, such equitable relief as may be
necessary to protect Broker against any such
breach or threatened breach.
8.
Final Agreement.
This
Agreement terminates and supersedes all prior
understandings or agreements on the subject
matter hereof. This Agreement may be modified
only by a further writing that is duly executed
by both parties.
9.
No Assignment.
Recipient
may not assign this Agreement or any interest
herein without Broker's express prior written
consent.
10.
Severability.
If
any term of this Agreement is held by a court of
competent jurisdiction to be invalid or
unenforceable, then this Agreement, including
all of the remaining terms, will remain in full
force and effect as if such invalid or
unenforceable term had never been included.
11.
Notices.
Any
notice required by this Agreement or given in
connection with it, shall be in writing and
shall be given to the appropriate party by
personal delivery or by certified mail, postage
prepaid, or recognized overnight delivery
services.
If
to Broker:
DebtSellers.US
P.O.
Box 760
Boca
Raton, Florida 33429
If
to Recipient:
Recipient:__________________________
Recipients
Address:______________________________________
12.
No
Implied Waiver.
Either
party's failure to insist in any one or more
instances upon strict performance by the other
party of any of the terms of this Agreement
shall not be construed as a waiver of any
continuing or subsequent failure to perform or
delay in performance of any term hereof.
13.
Headings.
Headings
used in this Agreement are provided for
convenience only and shall not be used to
construe meaning or intent.
IN
WITNESS WHEREOF, the parties have executed this
Agreement as of the date first above written.
For
Broker - DebtSellers.US and
Signed_____________________________
For
Recipient - __________________and Signed
______________________
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