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THIS CONFIDENTIALITY AGREEMENT (this "Agreement") is entered into on 00/00/2001, by and between COMPANY., and SCERDAMTE. | |||||||||||||||||||
WHEREAS, (COMPANY) 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 SCERDAMTE and (COMPANY) (collectively, the "Business Purposes"), confidential proprietary information of (COMPANY) may become available to SCERDAMTE. WHEREAS, (COMPANY) 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 to treat all information provided by (COMPANY) as confidential and proprietary under the terms and conditions of this agreement |
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DEFINITIONS:
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CONFIDENTIALITY: All Proprietary Information disclosed by (COMPANY) shall be received and treated by SCERDAMTE on a confidential and restricted basis. SCERDAMTE shall not make copies of any Proprietary Information without (COMPANY'S) prior written consent. Upon demand by (COMPANY), SCERDAMTE shall immediately return all Proprietary Information including all scanned, copied or electronic reproductions. |
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NON-DISCLOSURE: SCERDAMTE promises and agrees to receive and hold theConfidential Information in Confidence. Without limiting the generality of the foregoing, SCERDAMTE further promises and agrees:
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EXCECPTIONS: The confidentiality obligations hereunder shall not apply to Confidential Information which:
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REMEDIES: Scerdamte agrees to indemnify (COMPANY) againts any and all losses, damages, claims, or expenses incurred or suffered, as determined by a court of competent jurisdiction, by (COMPANY) as a result of SCERDAMTE'S intentional breach of this Agreement. |
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TERM AND TERMINATION: This Agreement shall commence on the date first written above. SCERDAMTE'S right to use the Confidential Information in connection with the Business Purposes until (COMPANY) provides SCERDAMTE with written notice of termination of such right. N otwithstanding the foregoing, SCERDAMTE'S obligations with respect to the Confidential Information here under shall continue in full force and effect until further notice from (COMPANY). |
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This agreement shall be binding upon the parties and their successors and assigns. Signed this____day of__________, 20____. Scerdamte COMPANY By:________________________________ sign By:________________________________ sign |
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