THIS CONFIDENTIALITY AGREEMENT (this "Agreement") is entered into on day-month-year, by and between XYZ Corporation, an individual or corporation, herein called the "Disclosing Party" and Vancura Innovations, an Illinois company, herein called "VANCURA".
WHEREAS, Disclosing Party 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 VANCURA and Disclosing Party (collectively, the "Business Purposes"), confidential proprietary information of Disclosing Party may become available to VANCURA. WHEREAS, Disclosing Party 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:
I. "Confidential Information"
For purposes of this Agreement, Confidential Information shall mean all strategic and development plans, financial condition, business plans, co-developer identities, data, business records, customer lists, project records, market reports, employee lists and business manuals, policies and procedures, information relating to processes, technologies or theory and all other information which may be disclosed by Disclosing Party or to which VANCURA may be provided access by Disclosing Party or others in accordance with this Agreement, or which is generated as a result of or in connection with the Business Purposes, which is not generally available to the public.
II. Nondisclosure Obligations
VANCURA promises and agrees to receive and hold the Confidential Information in confidence. Without limiting the generality of the foregoing, VANCURA further promises and agrees:
The confidentiality obligations hereunder shall not apply to Confidential Information which:
IV. Return of Confidential Information
VANCURA agrees, upon termination of the Business Purposes or upon the written request of Disclosing Party, whichever is earlier, to promptly deliver to Disclosing Party all records, notes, and other written, printed, or tangible materials in the possession of VANCURA, embodying or pertaining to the Confidential Information.
V. No Right to Confidential Information
VI. No Solicitation of Employees
VANCURA agrees that it will not, for a period of five (5) years from the date of this Agreement, initiate contact with Disclosing Party's employees in order to solicit, entice or induce any employee of Disclosing Party to terminate an employment relationship with Disclosing Party to accept employment with VANCURA.
VANCURA agrees to indemnify Disclosing Party against any and all losses, damages, claims, or expenses incurred or suffered by Disclosing Party as a result of VANCURA's breach of this Agreement.
VIII. Term and Termination
This Agreement shall commence on the date first written above. VANCURA's right to use the Confidential Information in connection with the Business Purposes shall continue in effect until March 16, 2000, or until Disclosing Party provides VANCURA with written notice of termination of such right, whichever is earlier. Notwithstanding the foregoing, VANCURA's obligations with respect to the Confidential Information hereunder shall continue in full force and effect until further notice from Disclosing Party.
VANCURA understands and acknowledges that any disclosure or misappropriation of any of the Confidential Information in violation of this Agreement may cause Disclosing Party irreparable harm, the amount of which may be difficult to ascertain and, therefore, agrees that Disclosing Party shall have the right to apply to a court of competent jurisdiction for an order restraining any such further disclosure or misappropriation and for such other relief as Disclosing Party shall deem appropriate. Such right of Disclosing Party shall be in addition to Remedies otherwise available to the Disclosing Party at law or in equity.
X. Successors and Assigns
VANCURA shall have no right to assign its rights under this Agreement, whether expressly or by operation of law, without the written consent of Disclosing Party. This Agreement and VANCURA's obligations hereunder shall be binding on Representatives, permitted assigns, and successors of VANCURA and shall inure to the benefit of Representatives, assigns and successors of Disclosing Party.
XI. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State ofIllinois.
XII. Attorneys' Fees
If any action at law or in equity is brought to enforce or interpret the provisions of this Agreement, the prevailing party in such action shall be entitled to reasonable attorneys' fees.
XIII. Entire Agreement
This Agreement constitutes the sole understanding of the parties about this subject matter and may not be amended or modified except in writing signed by each of the parties to the Agreement.
By: __________________________________ (Officer of Company)
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