CONFIDENTIALITY & NON-DISCLOSURE AGREEMENT
This Confidentiality & Non-Disclosure Agreement (“Agreement”) is made today, {date} (“Effective Date”), by and between Jameson Ellis For Congress (“Disclosing Party”) and {whatShould} (“Receiving Party”) (each a “Party” and collectively the “Parties”).
1. Purpose. Receiving Party and Disclosing Party desire to explore the possibility of entering into a business relationship whereby Receiving Party will or may volunteer for the Jameson Ellis For Congress campaign (“Purpose”). In connection therewith, each Party is willing to reveal and exchange certain Confidential Information, and the other Party is willing to receive, review and keep confidential such Confidential Information, pursuant to the terms and subject to the conditions of this Agreement.
2. Confidential Information. For purposes of this Agreement, “Confidential Information” means all confidential information disclosed by or on behalf of the Disclosing Party to the Receiving Party and its agents (whether in writing, electronically or orally) before, on or after the Effective Date, including information relating to: (i) any product or service offered by the Disclosing Party, including pricing, cost, expense, budget, forecast and projection information or analysis; (ii) any business program, method, policy, plan, process, procedure or practice of the Disclosing Party; (iii) any proprietary, technical, financial or marketing information of the Disclosing Party; or (iv) any customer or supplier information of the Disclosing Party.
3. Limited Permitted Use; Non-Disclosure of Confidential Information. The Receiving Party shall not use the Disclosing Party’s Confidential Information for any purpose, except to carry out the Purpose with the Disclosing Party. In addition, the Receiving Party shall not disclose the Disclosing Party’s Confidential Information to anyone, except the Receiving Party may disclose the Disclosing Party’s Confidential Information to any of its affiliates, directors, officers, employees or external advisors (“Representatives”) of the Receiving Party who need to know the Disclosing Party’s Confidential Information to carry out the Purpose and are under obligations of confidentiality similar to those in this Agreement. The Receiving Party shall use the same level of care in preserving the confidential nature of the Confidential Information as the Receiving Party would use to protect its own confidential information, and shall at all times remain liable for any breaches of confidentiality committed by its affiliates, directors, officers, employees or external advisory reciting Confidential Information.
4. Exclusions. Notwithstanding any provision to the contrary in this Agreement, Confidential Information does not include (a) any information that is or becomes within the public domain through no act of the Receiving Party in breach of this Agreement, (b) any information that was in the possession of or became known to the Receiving Party prior to its disclosure hereunder and the Receiving Party can so prove, (c) any information that is independently developed by the Receiving Party and the Receiving Party can so prove, or (d) any information that is received from another source without any restriction on such other source’s use or disclosure.
5. Compelled Disclosure. The obligations of confidentiality imposed by this Agreement do not apply to any Confidential Information that is required to be disclosed pursuant to operation of law or legal process, governmental regulation or court order (but only to the extent so required), provided that the Party receiving such legal demand or order shall promptly inform the Disclosing Party thereof and, at the request of the Disclosing Party, reasonably cooperate with the Disclosing Party in contesting such request or order and in obtaining appropriate protection orders.
6. Return and Destruction of Materials. When requested, the Receiving Party shall promptly return to the Disclosing Party all of the Disclosing Party’s Confidential Information that was furnished to or for the benefit of the Receiving Party, accompanied by all copies thereof made. In addition and on request of the Disclosing Party, the Receiving Party shall destroy all notes, summaries, analysis and other materials prepared by the Receiving Party that contain, relate to or refer to the Disclosing Party’s Confidential Information.
7. Continuing Obligation. The confidentiality and nondisclosure obligations of the Receiving Party under this Agreement will remain in effect throughout the duration of the Purpose and for a period of three (3) years thereafter.
8. Ownership. At all times, the Disclosing Party shall have sole and exclusive ownership of all right, title, and interest in and to the Disclosing Party’s Confidential Information.
9. Losses. Receiving Party agrees to indemnify Disclosing Party against any and all losses, damages, claims, or expenses incurred or suffered by Disclosing Party as a result of Receiving Party’s breach of this Agreement.
10. Term and Termination. This Agreement shall commence on the date first written above. Receiving Party’s right to use the Confidential Information in connection with the Purposes shall continue until the earlier of (i) Receiving Party’s receipt of written notice from Disclosing Party terminating such right, or (ii) three (3) years from the Effective Date hereof.
11. Remedies. Receiving Party 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. If permitted by law, Disclosing Party shall not be obligated to post a bond in pursuit of injunctive relief. Such right of Disclosing Party shall be in addition to remedies otherwise available to the Disclosing Party at law or in equity.
12. Successors and Assigns. Receiving Party 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 Receiving Party’s obligations hereunder shall be binding on Representatives, permitted assigns, and successors of Receiving Party and shall inure to the benefit of Representatives, assigns and successors of Disclosing Party. Disclosing Party may assign any or all of its rights under this Agreement.
13. Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, with venue for any action arising hereunder to be in the state or federal court of appropriate jurisdiction located in Houston, Harris County, Texas, with respect to which Receiving Party hereby waives any objection to such venue, including on the grounds of forum non conveniens.
14. 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.
15. 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.
The Parties have signed and delivered this Agreement as of the Effective Date.
