Event Confidentiality Agreement
CONFIDENTIALITY/PROPRIETARY INFORMATION AGREEMENT
Parmenides Consulting Group LLC ("the Firm') has been engaged me to assist in connection with achieving certain management and strategic objectives ("the Work"). The Parties recognize that it is mutually beneficial to confirm certain understandings and business arrangements and thereby agree to the following terms and conditions in connection with the Work.
CONFIDENTIAL INFORMATION
A. The Firm recognizes that certain confidential, non-public or proprietary information relating to the Client will be furnished to the Firm in connection with the Work. Such information is hereinafter referred to as "Client’s Confidential Information". The Firm agrees that it will not disclose any Client’s Confidential Information to any person who is not a director, officer or employee of or counsel to the Firm without the consent of the Client and will not use such information for any purpose other than the provision of services in connection with the Work. The Firm represents that each of its consultants is formally apprised of his or her obligations on the importance of safeguarding the confidentiality of all client affairs and information by, among other things, not disclosing to any unauthorized person any information whatsoever not generally available to the public (including contents of any reports, memoranda or other materials) concerning the operations and affairs of any client of the Firm.
B. In the event that the Firm receives a request to disclose all or any part of any Client’s Confidential Information under the terms of a valid and effective subpoena or order issued by a court of competent jurisdiction or by judicial or administrative agency or legislative body or committee, the Firm agrees to promptly notify the Client of the existence, terms and circumstances surrounding such request and consult with the Client on the advisability of taking available legal steps to resist or narrow such request at the Client's expense.
A. In connection with the Work, the Firm may furnish the Client with reports, analyses or other such materials, or train or expose the Client in or to the Firm’s techniques, principles, methods, concepts or practices, or expose the Client to work product, confidential, non-public or proprietary information (“Firm’s Confidential/Proprietary Information”). The Client understands and agrees that the Firm’s Confidential/Proprietary Information will be furnished solely for direct application to its projects in connection with the Work and may not be used for ANY other purpose or be disclosed, published, quoted, copied, condensed, paraphrased, repackaged, resold or delivered to any other Party without the prior written consent of the Firm. The Client agrees that the Firm’s Confidential/Proprietary Information is owned or licensed by the Firm and no license or other rights thereto has been granted to the Client, and the Client agrees not to deliver, use, or apply the Firm’s Confidential/Proprietary Information independent of the Firm.
ARBITRATION; INJUNCTIVE RELIEF; SURVIVAL
A. The Parties recognize that there may be circumstances in which the Parties may disagree about the interpretation of this Agreement. If any dispute arises, the Parties agree to make a good faith effort to resolve the dispute through discussions between them. If the Parties are unable to resolve their disagreement through discussion, the parties agree to submit the matter to arbitration pursuant to the rules of the American Arbitration Association (or, where the Parties are located in another country, the arbitration rules customary in the country), and agree to accept as binding the results of the arbitration. The prevailing Party shall be entitled to recover its attorneys’ fees and its costs in addition to any other damages the arbitrator shall award.
Further, the Parties acknowledge and agree that the subject matter of this Agreement, namely the Client’s Confidential Information and the Firm’s Confidential/Proprietary Information, is of a special, unique and extraordinary character and any breach or threatened breach of the terms of this Agreement would cause irreparable harm; therefore the non-breaching Party shall be entitled, in addition to any other remedies available to them, to injunctive and equitable relief to prevent a breach of or secure enforcement of this Agreement. It is further agreed that if the Work is terminated, this Agreement shall survive such termination.
Parmenides Consulting Group LLC ("the Firm') has been engaged me to assist in connection with achieving certain management and strategic objectives ("the Work"). The Parties recognize that it is mutually beneficial to confirm certain understandings and business arrangements and thereby agree to the following terms and conditions in connection with the Work.
CONFIDENTIAL INFORMATION
A. The Firm recognizes that certain confidential, non-public or proprietary information relating to the Client will be furnished to the Firm in connection with the Work. Such information is hereinafter referred to as "Client’s Confidential Information". The Firm agrees that it will not disclose any Client’s Confidential Information to any person who is not a director, officer or employee of or counsel to the Firm without the consent of the Client and will not use such information for any purpose other than the provision of services in connection with the Work. The Firm represents that each of its consultants is formally apprised of his or her obligations on the importance of safeguarding the confidentiality of all client affairs and information by, among other things, not disclosing to any unauthorized person any information whatsoever not generally available to the public (including contents of any reports, memoranda or other materials) concerning the operations and affairs of any client of the Firm.
B. In the event that the Firm receives a request to disclose all or any part of any Client’s Confidential Information under the terms of a valid and effective subpoena or order issued by a court of competent jurisdiction or by judicial or administrative agency or legislative body or committee, the Firm agrees to promptly notify the Client of the existence, terms and circumstances surrounding such request and consult with the Client on the advisability of taking available legal steps to resist or narrow such request at the Client's expense.
- All records, notes, documents and other tangible information supplied by the Client to the Firm in connection with the Work and all copies, reprints, reproductions or translations thereof made by the Firm, will upon request be returned by the Firm to the Client.
A. In connection with the Work, the Firm may furnish the Client with reports, analyses or other such materials, or train or expose the Client in or to the Firm’s techniques, principles, methods, concepts or practices, or expose the Client to work product, confidential, non-public or proprietary information (“Firm’s Confidential/Proprietary Information”). The Client understands and agrees that the Firm’s Confidential/Proprietary Information will be furnished solely for direct application to its projects in connection with the Work and may not be used for ANY other purpose or be disclosed, published, quoted, copied, condensed, paraphrased, repackaged, resold or delivered to any other Party without the prior written consent of the Firm. The Client agrees that the Firm’s Confidential/Proprietary Information is owned or licensed by the Firm and no license or other rights thereto has been granted to the Client, and the Client agrees not to deliver, use, or apply the Firm’s Confidential/Proprietary Information independent of the Firm.
ARBITRATION; INJUNCTIVE RELIEF; SURVIVAL
A. The Parties recognize that there may be circumstances in which the Parties may disagree about the interpretation of this Agreement. If any dispute arises, the Parties agree to make a good faith effort to resolve the dispute through discussions between them. If the Parties are unable to resolve their disagreement through discussion, the parties agree to submit the matter to arbitration pursuant to the rules of the American Arbitration Association (or, where the Parties are located in another country, the arbitration rules customary in the country), and agree to accept as binding the results of the arbitration. The prevailing Party shall be entitled to recover its attorneys’ fees and its costs in addition to any other damages the arbitrator shall award.
Further, the Parties acknowledge and agree that the subject matter of this Agreement, namely the Client’s Confidential Information and the Firm’s Confidential/Proprietary Information, is of a special, unique and extraordinary character and any breach or threatened breach of the terms of this Agreement would cause irreparable harm; therefore the non-breaching Party shall be entitled, in addition to any other remedies available to them, to injunctive and equitable relief to prevent a breach of or secure enforcement of this Agreement. It is further agreed that if the Work is terminated, this Agreement shall survive such termination.