THIS AGREEMENT is entered into
10/27/21, (the "Effective Date") by and between Steve Ritchie & Associates, Inc, 1500 Hicks Road, Suite 200, Rolling Meadows, Illinois 60008 ("SRA") and
COMPANY (hereinafter "COMPANY").
In connection with daily business activity between SRA and COMPANY, COMPANY has and will be provided with information which SRA regards as highly proprietary and confidential. The parties agree as follows:
1. As used herein,the "Information" shall mean any and all technical and non-technical information including but not limited to (a) trade secret, and (b) copyrighted and/or trademarked information (c) proprietary information-- ideas, techniques, sketches, drawings, works of authorship, processes, software programs, software source documents, marketing materials, future, and proposed products and services of each of the parties.
2. The Information will be kept highly confidential and will be used solely for the purpose of evaluating or implementing a business arrangement, if any, between COMPANY and SRA. The information shall not be used in any manner that is adverse or detrimental to, or competitive with the provider of the Information. The Information shall not, without the prior written consent of SRA, be disclosed to any third party in any manner whatsoever, in whole or in part, except as approved by SRA with prior written consent. COMPANY shall be responsible for any breach of this Agreement by itself and/or any of its agents, representative or employees. Should any Information not be accepted by COMPANY pursuant to the terms and conditions hereof, COMPANY agrees to immediately return such Information without any inspection.
3. COMPANY understands that SRA has endeavored to include in the Information certain materials which SRA believes to be relevant for the purposes of the proposed business arrangement, but COMPANY acknowledges that SRA makes no representation or warranty as to the accuracy or completeness of the Information.
4. Immediately upon SRA's request, the recipient of the Information will return whatever Information, in whole or in part, to the provider of the Information.
5. The confidentiality provisions of this Agreement shall be inoperative only as to such portions of the Information which: a) are already known to the recipient at the time of disclosure, or b) are or become generally available to the public other than as a result of an unauthorized disclosure by the recipient or by its agents, representative or employees in breach of this Agreement. If the parties subsequently enter into a business arrangement, the confidentiality provisions of this Agreement shall be replaced by the confidentiality provisions in the agreement governing the business arrangement.
6. COMPANY acknowledges that COMPANY'S breach of this Agreement may cause irreparable harm to SRA for which SRA is entitled to seek injunctive or other equitable relief as well as monetary damages.
Non-Circumvention: While neither party shall be obliged by this Agreement to consummate a business transaction with the other Party, each Party further warrants, covenants, and agrees as follows:
a. Not to circumvent or attempt to circumvent or permit another, directly or indirectly, to circumvent the proprietary rights of the other Party in any way, including in particular those rights with respect to the Intended Purpose;
b. Not to claim, assign, transfer, or interfere with any rights, title, or interest to or in any Proprietary Information disclosed by the other Party under this Agreement.
c. Not to use the Proprietary Information disclosed by the other for anything except the Intended Purpose, nor to use such Proprietary Information for independent development, nor to use it directly or indirectly with any third party or parties,.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the Effective Date.