Course Confidentiality Agreement
Parmenides Consulting Group LLC has been engaged by you 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.
1. CONFIDENTIALITY. Parmenides Consulting Group LLC recognizes that certain confidential, non-public or proprietary information relating to you will be furnished to Parmenides Consulting Group LLC in connection with the Work. Such information is hereinafter referred to as "Client’s Confidential Information". Parmenides Consulting Group LLC 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 Parmenides Consulting Group LLC without the consent of you and will not use such information for any purpose other than the provision of services in connection with the Work. Parmenides Consulting Group LLC represents that each of its consultants is formally apprised of his or her obligations under the Consultants Code of Professional Responsibility. This Code is designed to instruct individual consultants 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 Parmenides Consulting Group LLC.
In the event that Parmenides Consulting Group LLC 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, Parmenides Consulting Group LLC agrees to immediately notify you of the existence, terms and circumstances surrounding such request and consult with you on the advisability of taking available legal steps to resist or narrow such request at your expense.
All records, notes, documents and other tangible information supplied by you to Parmenides Consulting Group LLC in connection with the Work and all copies, reprints, reproductions or translations thereof made by Parmenides Consulting Group LLC, will upon request be returned by Parmenides Consulting Group LLC to you.
2. USE OF WORK PRODUCTS. In connection with the Work, Parmenides Consulting Group LLC may furnish you with reports, analyses or other such materials, or train or expose you in or to Parmenides Consulting Group LLC’s techniques, principles, methods, concepts or practices, or expose you to work product, confidential, non-public or proprietary information relating to Parmenides Consulting Group LLC (“Firm’s Confidential Information”). You understand and agree that the Firm’s Confidential 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 or delivered to any other Party without the prior written consent of Parmenides Consulting Group LLC. You agree that the Firm’s Confidential Information in the Work is the property of Parmenides Consulting Group LLC and no license thereto has been granted to you, and you agrees not to deliver, use, or apply the Firm’s Confidential Information independent of Parmenides Consulting Group LLC.
3. ARBITRATION; INJUNCTIVE RELIEF; SURVIVAL. 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 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; and 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.
1. CONFIDENTIALITY. Parmenides Consulting Group LLC recognizes that certain confidential, non-public or proprietary information relating to you will be furnished to Parmenides Consulting Group LLC in connection with the Work. Such information is hereinafter referred to as "Client’s Confidential Information". Parmenides Consulting Group LLC 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 Parmenides Consulting Group LLC without the consent of you and will not use such information for any purpose other than the provision of services in connection with the Work. Parmenides Consulting Group LLC represents that each of its consultants is formally apprised of his or her obligations under the Consultants Code of Professional Responsibility. This Code is designed to instruct individual consultants 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 Parmenides Consulting Group LLC.
In the event that Parmenides Consulting Group LLC 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, Parmenides Consulting Group LLC agrees to immediately notify you of the existence, terms and circumstances surrounding such request and consult with you on the advisability of taking available legal steps to resist or narrow such request at your expense.
All records, notes, documents and other tangible information supplied by you to Parmenides Consulting Group LLC in connection with the Work and all copies, reprints, reproductions or translations thereof made by Parmenides Consulting Group LLC, will upon request be returned by Parmenides Consulting Group LLC to you.
2. USE OF WORK PRODUCTS. In connection with the Work, Parmenides Consulting Group LLC may furnish you with reports, analyses or other such materials, or train or expose you in or to Parmenides Consulting Group LLC’s techniques, principles, methods, concepts or practices, or expose you to work product, confidential, non-public or proprietary information relating to Parmenides Consulting Group LLC (“Firm’s Confidential Information”). You understand and agree that the Firm’s Confidential 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 or delivered to any other Party without the prior written consent of Parmenides Consulting Group LLC. You agree that the Firm’s Confidential Information in the Work is the property of Parmenides Consulting Group LLC and no license thereto has been granted to you, and you agrees not to deliver, use, or apply the Firm’s Confidential Information independent of Parmenides Consulting Group LLC.
3. ARBITRATION; INJUNCTIVE RELIEF; SURVIVAL. 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 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; and 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.