Confidentiality Agreement
Confidentiality Agreement
This Confidentiality Agreement (“Agreement”) is entered into as of [Date], by and between Finhubs Capital (“Disclosing Party”) and [Recipient Name] (“Receiving Party”), collectively referred to as the “Parties.”
1. Definition of Confidential Information
For the purpose of this Agreement, “Confidential Information” shall include all information or material that has or could have commercial value or other utility in the business in which Disclosing Party is engaged. This includes, but is not limited to, business plans, financial statements, customer lists, trade secrets, processes, techniques, and any other proprietary information disclosed in writing, orally, or by any other means.
2. Exclusions from Confidential Information
Confidential Information does not include information that:
(a) is or becomes publicly known through no breach of this Agreement by the Receiving Party; (b) is received from a third party without breach of any obligation of confidentiality; (c) is independently developed by the Receiving Party without the use of or reference to the Disclosing Party’s Confidential Information; (d) is already known to the Receiving Party at the time of disclosure without obligations of confidentiality; (e) is disclosed with the Disclosing Party’s prior written approval.
3. Obligations of Receiving Party
The Receiving Party shall:
(a) Maintain the confidentiality of the Confidential Information using at least the same degree of care as it uses with respect to its own confidential information, and in any event, no less than a reasonable degree of care; (b) Not disclose any Confidential Information to any third party without the prior written consent of the Disclosing Party; (c) Not use the Confidential Information for any purpose other than as expressly permitted by the Disclosing Party; (d) Take all reasonable steps to ensure that any person to whom the Receiving Party is authorized to disclose Confidential Information complies with the terms of this Agreement.
4. Return of Materials
Upon termination of this Agreement or upon request by the Disclosing Party, the Receiving Party shall promptly return or destroy all documents and other tangible materials representing the Confidential Information and certify in writing that it has complied with these obligations.
5. No License
Nothing in this Agreement shall be construed as granting any rights, by license or otherwise, to any Confidential Information disclosed pursuant to this Agreement.
6. Term
This Agreement shall commence on the date first written above and shall continue in effect indefinitely unless terminated by either party upon thirty (30) days written notice. However, the Receiving Party’s duty to hold in confidence Confidential Information that was disclosed during the term shall remain in effect indefinitely.
7. Remedies
The Receiving Party acknowledges that any unauthorized use or disclosure of the Confidential Information may cause irreparable harm and injury to the Disclosing Party. Therefore, the Receiving Party agrees that the Disclosing Party shall have the right to seek and obtain immediate injunctive relief to enforce obligations under this Agreement in addition to any other rights and remedies it may have.
8. Miscellaneous
(a) Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of New York. (b) Entire Agreement: This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral, relating to such subject matter. (c) Amendments: This Agreement may be amended or modified only by a written agreement signed by both Parties. (d) Severability: If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
IN WITNESS WHEREOF, the Parties hereto have executed this Confidentiality Agreement as of the date first above written.