Confidentiality Agreement

Confidentiality Agreement

WHEREAS,, LLC (Receiving Party and Disclosing Party) has been and/or will be engaged in the performance of work relating to Information Technology Managed Service Provider (MSP) and Technical Support Services; and in connection therewith will be given access to certain confidential and proprietary information; and

WHEREAS, “CLIENT” (Receiving Party and Disclosing Party) wish to evidence by this Confidentiality Agreement the manner in which said confidential and proprietary material will be treated.

NOW, THEREFORE, it is agreed as follows:

  1. TERM

    The term of this Confidentiality Agreement is valid for the duration of the relationship between both parties. Further, the obligation not to disclose shall not be affected by bankruptcy, receivership, assignment, attachment or seizure procedures, whether initiated by or against “CLIENT”, nor by the rejection of any agreement between, LLC and “CLIENT”, by a trustee of “CLIENT” in bankruptcy, or by the “CLIENT” as a debtor-in-possession or the equivalent of any of the foregoing under local law.


    Nothing contained in this Confidentiality Agreement or in any Non-Disclosure Agreement constitutes any express or implied warranty of any kind. All representations or warranties, whether express or implied, including fitness for a particular purpose, merchantability, title, and non-infringement, are hereby disclaimed. Neither this Confidentiality Agreement or in any Non-Disclosure Agreement shall create, nor shall be deemed to create, a legally binding or enforceable Confidentiality Agreement or offer to enter into any business relationship.

  3. TITLE

    The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party.


    Confidential Information does not include information that “CLIENT” can demonstrate:

    1. was in “CLIENT’S” possession prior to its being furnished to “CLIENT” under the terms of this Confidentiality Agreement, provided the source of that information was not known by “CLIENT” to be bound by a confidentiality agreement with or other continual, legal or fiduciary obligation of confidentiality to, LLC;
    2. is now, or hereafter becomes, through no act or failure to act on the part of “CLIENT”, generally known to the public;
    3. is rightfully obtained by “CLIENT” from a third party, without breach of any obligation to, LLC; or
    4. is independently developed by “CLIENT” without use of or reference to the Confidential Information.

  5. CONFIDENTIAL INFORMATION, LLC proposes to disclose certain of its confidential and proprietary information (the "Confidential Information") to “CLIENT”. 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 “CLIENT” by, LLC. Confidential Information disclosed orally shall be identified as such within five (5) days of disclosure. Nothing herein shall require, LLC to disclose any of its information.

    For purposes of this Confidentiality Agreement, the term “CLIENT” shall include “CLIENT”, the company he or she represents, and all affiliates, subsidiaries, and related companies of “CLIENT”. For purposes of this Confidentiality Agreement, the term "Representative" shall include “CLIENT’S” directors, officers, employees, agents, and financial, legal, and other advisors.

    Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control.


    “CLIENT” agrees that the Confidential Information is to be considered confidential and proprietary to, LLC and “CLIENT” shall hold the same in confidence, shall not use the Confidential Information other than for the purposes of its business with, LLC, and shall disclose it only to its officers, directors, or employees with a specific need to know. “CLIENT” will not disclose, publish or otherwise reveal any of the Confidential Information received from, LLC to any other party whatsoever except with the specific prior written authorization of, LLC.

    Confidential Information furnished in tangible form shall not be duplicated by “CLIENT” except for purposes of this Confidentiality Agreement. Upon the request of, LLC, “CLIENT” shall return all Confidential Information received in written or tangible form, including copies, or reproductions or other media containing such Confidential Information, within (5) days of such request. At “CLIENT’S” option, any documents or other media developed by the “CLIENT” containing Confidential Information may be destroyed by “CLIENT”. “CLIENT” shall provide a written certificate to, LLC regarding destruction within (5) days thereafter.


    “CLIENT” and its Representatives shall not disclose any of the Confidential Information in any manner whatsoever, except as provided in Articles 8 and 12 of this Confidentiality Agreement and shall hold and maintain the Confidential Information in strictest confidence. “CLIENT” hereby agrees to indemnify, LLC against any and all losses, damages, claims, expenses, and attorneys' fees incurred or suffered by, LLC as a result of a breach of this Confidentiality Agreement by “CLIENT” or its Representatives.


    “CLIENT” may disclose Confidential Information to “CLIENT’S” responsible Representatives with a bonafide need to know such Confidential Information, but only to the extent necessary to evaluate or carry out a proposed transaction or relationship with, LLC and only if such employees are advised of the confidential nature of such Confidential Information and the terms of this Confidentiality Agreement and are bound by a written agreement or by a legally enforceable code of professional responsibility to protect the confidentiality of such Confidential Information.

  9. USE

    “CLIENT” and its Representatives shall use the Confidential Information solely for the purpose of evaluating a possible transaction or relationship with, LLC and shall not in any way use the Confidential Information to the detriment of, LLC.


    “CLIENT” shall have no obligation under this Confidentiality Agreement with respect to Confidential Information which is or becomes publicly available without breach of this Confidentiality Agreement by “CLIENT”; is rightfully received by “CLIENT” without obligations of confidentiality; or is developed by “CLIENT” without breach of this Confidentiality Agreement; provided, however, such Confidential Information shall not be disclosed until (5) days after written notice of intent to disclose is given to, LLC along with the asserted grounds for disclosure.


    If “CLIENT” does not proceed with the possible transaction with, LLC, “CLIENT” shall notify, LLC of that decision and shall, at that time or at any time upon the request of, LLC for any reason, return to, LLC any and all records, notes, and other written, printed or other tangible materials in its possession pertaining to the Confidential Information immediately on the written request of, LLC. The returning of materials shall not relieve “CLIENT” from compliance with other terms and conditions of this Confidentiality Agreement.


    “CLIENT” may disclose, LLC's Confidential Information if and to the extent that such disclosure is required by court order, provided that “CLIENT” provides, LLC a reasonable opportunity to review the disclosure before it is made and to interpose its own objection to the disclosure.

  13. COPIES

    Any copies or reproductions of the Proprietary Information shall bear the copyright or proprietary notices contained in the original.


    Receiving Party shall promptly advise Disclosing Party in writing if it learns of any unauthorized use or disclosure of Proprietary Information by any Receiving Party Personnel or former Receiving Party Personnel.


    This Confidentiality Agreement contains the entire agreement between the parties to this Confidentiality Agreement with respect to the subject matter of the Confidentiality Agreement, is intended as a final expression of such parties' agreement with respect to such terms as are included in this Confidentiality Agreement is intended as a complete and exclusive statement of the terms of such agreement, and supersedes all negotiations, stipulations, understanding, agreements, representations and warranties. If any, with respect to such subject matter, which precede or accompany the execution of this Confidentiality Agreement.


    Neither the holding of discussions nor the exchange of material or information shall be construed as an obligation of, LLC to enter into any other agreement with “CLIENT” or prohibit, LLC from providing the same or similar information to other parties and entering into agreements with other parties., LLC reserves the right, in its sole discretion, to reject any and all proposals made by “CLIENT” or its Representatives with regard to a transaction between “CLIENT” and, LLC and to terminate discussions and negotiations with “CLIENT” at any time. Additional agreements of the parties, if any, shall be in writing signed by, LLC and “CLIENT”.


    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. “CLIENT” 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.

  18. WAIVER

    Any waiver of a default under this Confidentiality Agreement must be made in writing and shall not be a waiver of any other default concerning the same or any other provision of this Confidentiality Agreement. No delay or omission in the exercise of any right or remedy shall impair such right or remedy or be constructed as a waiver. A consent to or approval of any act shall not be deemed to waive or render unnecessary consent to or approval of any other or subsequent act.


    “CLIENT” agrees not to disclose its participation in this undertaking, the existence or terms and conditions of the Confidentiality Agreement, or the fact that discussions are being held with, LLC.


    The Receiving Party agrees to abide by all federal, state, and local laws, ordinances and regulations.


    Receiving Party acknowledges that the use or disclosure of the Proprietary Information in a manner inconsistent with this Confidentiality Agreement will cause Disclosing Party irreparable damage, and that Disclosing Party shall have the right to equitable and injunctive relief to prevent the unauthorized use or disclosure, and to such damages as are occasioned by such unauthorized use or disclosure.


    “CLIENT” understands and acknowledges that any disclosure or misappropriation of any of the Confidential Information in violation of this Confidentiality Agreement may cause, LLC irreparable harm, the amount of which may be difficult to ascertain, and therefore agrees that, LLC shall have the right to apply to a court of competent jurisdiction for specific performance and/or an order restraining and enjoining any such further disclosure or breach and for such other relief as, LLC shall deem appropriate. Such right of, LLC is to be in addition to the remedies otherwise available to, LLC at law or in equity.


    This Confidentiality Agreement shall be governed and construed in accordance with the laws of the United States of America and the State of Colorado and “CLIENT” consents to the exclusive jurisdiction of the state courts and federal courts located there for any dispute arising out of this Confidentiality Agreement. “CLIENT” agrees that in the event of any breach or threatened breach by “CLIENT”,, LLC may obtain, in addition to any other legal remedies which may be available, such equitable relief as may be necessary to protect, LLC against any such breach or threatened breach.


    If any action at law or in equity is brought to enforce or interpret the provisions of this Confidentiality Agreement, the prevailing party in such action shall be awarded its attorneys' fees and costs incurred.


    This Confidentiality Agreement terminates and supersedes all prior understandings or agreements on the subject matter hereof. This Confidentiality Agreement may be modified only by a further writing that is duly executed by both parties.


    This Confidentiality Agreement shall continue in full force and effect at all times.


    This Confidentiality Agreement and each party's obligations hereunder shall be binding on the representatives, assigns, and successors of such party and shall inure to the benefit of the assigns and successors of such party; provided, however, that the rights and obligations of “CLIENT” hereunder are not assignable.


    If any term of this Confidentiality Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Confidentiality 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.


    Any notice required by this Confidentiality 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.

    To:, LLC (D.B.A
    ATTN: Chad S. Clark (Owner) | Michael C. Fisher (Owner)
    17577 Pine LN., APT. 3101,
    Parker, Douglas County, Colorado, 80134-6531
    United States of America
    +1 720-439-3838 – Phonebr
    +1 720-439-3839 – Fax – E-mail


    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 Confidentiality Agreement shall not be construed as a waiver of any continuing or subsequent failure to perform or delay in performance of any term hereof.


    Headings used in this Confidentiality Agreement are provided for convenience only and shall not be used to construe meaning or intent.


    This Confidentiality Agreement may be signed in counterparts, which together shall constitute one agreement. The person signing on behalf of “CLIENT” represents that he or she has the right and power to execute this Confidentiality Agreement.


    This Confidentiality Agreement expresses the full and complete understanding of the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous proposals, agreements, representations and understandings, whether written or oral, with respect to the subject matter. This Confidentiality Agreement is not, however, to limit any rights that, LLC may have under trade secret, copyright, patent or other laws that may be available to, LLC. This Confidentiality Agreement may not be amended or modified except in writing signed by each of the parties to the Confidentiality Agreement. This Confidentiality Agreement shall be construed as to its fair meaning and not strictly for or against either party. The headings hereof are descriptive only and not to be construed in interpreting the provisions hereof.