Download Confidentiality and Non-Circumvention Agreement

Confidentiality and Non-Circumvention Agreement
This Confidentiality Agreement is made the _____ day of ______________, 2003
by and between Progressive Communications Management, Inc. a Florida Corporation
and ___________________________________, a ___________________(the “parties”).
Whereas, each party may receive from the other party information of a non-public
nature for use by each party and its officers, directors, agents, employees and
representatives, including financial legal advisors in connection with a possible vendor
relationship between the parties dated the date hereof the parties hereto agree as follows:
1.
Nondisclosure and Nonuse of Confidential Information. As used in this
agreement, the term “Confidential Information” shall include all
information so declared by a party or provided by a party to the other party
on a confidential basis, except information which the receiving party can
demonstrate: (a) was independently obtained from a third party and in a
manner unrelated to discussion, negotiations or communication with
representatives of the disclosing party, (b) was obtained prior to the
disclosure of the confidential information, or (c) is in the public domain or
enters into the public domain through no fault of the receiving party.
Confidential Information shall expressly include all Progressive
Communications Management, Inc. client lists.
2.
Non-Circumvention Agreement. Each party agree to hold the Confidential
Information strictly confidential and shall not use the Confidential
Information for any purposes other than negotiations with the disclosing
party relating to the purpose. The parties expressly agree that for three
years following termination of this agreement, neither solicit, offer or sell
communication services to end users disclosed or introduced to a party by
the other party during the term of the Referral Agreement.
3.
Return of Documents. A party will, upon request by a disclosing party,
return to the disclosing party all documents, recordings, files, computer
disks or other media in the receiving party’s possession containing
Confidential Information and will not keep any copies of such documents.
4.
Survival of Customer’s Obligations. The obligations of each of the parties
herein shall be binding on each parties employees, representatives,
officers, directors, successors and assigns and shall the termination of all
agreements between the parties, regardless of the reasons for termination.
5.
Governing Law. The terms of this agreement shall be governed by and
construed in accordance with the laws of the State of Florida. The parties
herein agree that any action brought as a result of the breach of this
agreement shall be heard and resolved in a court of competent jurisdiction
in the City of Fort Lauderdale, State of Florida.
6.
Interpretation. If any provision of this agreement shall be held invalid or
unenforceable in any respect for any reason, it shall not affect any other
provision, and this agreement shall be construed by limiting any provision
declared so invalid so as to render it enforceable to the maximum extent
compatible with the applicable law.
7.
Coverage. The terms and conditions of this agreement shall apply to all
affiliates of a party. Prior to the release of Confidential Information to any
affiliate, a party shall obtain written authorization for the disclosing party
and shall obtain an agreement of confidentiality with said affiliate
consistent with and no less restrictive than that contained in the agreement.
8.
Remedies of Breach. Should a party breach any of the covenants set forth
herein (to include but not limited to the misuse of the Confidential
Information provided hereunder), the non-breaching party shall have all
rights and remedies provided by law. In addition and not by the way of
limitation, in the event of default or breach of this agreement, the
breaching party shall be liable to the non breaching party for damages
resulting from any claims, proceedings, or other obligations which arise
from the breach, including the obligation to maintain the confidentiality of
the disclosed information. The parties herein understand and agree that
money damages shall be difficult, if not impossible, to determine at the
time of such breach, and therefore, injunctive relief is an appropriate
remedy to a default by either party under this agreement. Should a party
violate the terms and conditions of this agreement, the breaching party
agrees to transfer to the disclosing party any and all profit realized or
recognized as a result of such violation.
9.
Attorneys Fees. The parties to this agreement represent and warrant that
they have complete authority to execute the agreement and should any
action, dispute or other controversy arise due to the covenants set forth
herein, that the prevailing party shall be entitled to receive its attorney’s
fees, costs and all other damages allow by law.
10.
Acceptance by Facsimile. The parties agree that the receipt of a fully
executed copy of this agreement via facsimile transmission shall be
binding, and may be used as admissible evidence that the party so
transmitting intends to be bound by the terms set forth herein. In the event
of such facsimile transmission occurs, then the party so sending shall
immediately send the executed original(s) of the agreement via overnight
mail to the other party for final execution.
11.
Miscellaneous. Except as otherwise set forth in the Referral Agent
Agreement, this agreement constitutes the complete agreement of the
parties and supercedes all prior agreements, written or oral, between the
parties. This agreement may be amended or modified only by written
instrument signed by all parties. Either party without the written consent
of the other party may not assign this agreement and any such assignment
will not relieve the assigning party of its duties or obligations hereunder.
Agreed to on the date first stated above.
Progressive Communications Management, Inc.
________________________
(Name of Other Party)
By: ____________________________
By: ____________________
Title: Partner
Title: ___________________