A SAMPLE CONFIDENTIALITY AGREEMENT
This Agreement is entered into between _________________________________ and ________________________________ (Potential Purchaser) with respect to Potential Purchaser's review of the loan files or such other information supplied to Potential Purchaser by _____________________________________ which is a designated seller.a. employee
or agents of Potential Purchaser or its parent company who require
access to inventory or
evaluate
the loans or assets; or...
b. the
Board of Directors of Potential Purchaser of any director's examination
or audit committee
thereof.
Potential
Purchaser agrees to advise each such person of the obligations of
confidentiality and non-use
contained
here. Potential Purchaser further agrees to require each person who
will review the Confidential
Information
to acknowledge his understanding and acceptance of the obligations
hereunder by executing
this
Agreement as provided below.
Safekeeping.
The Confidential Information will not be kept as part of the day-to-day
files of Potential
Purchaser,
but will be kept confidential to the same extent as sensitive information
with regard to a
Potential
Purchaser's own internal affairs is kept confidential.
Termination.
Upon the purchase, if any, by Potential Purchaser of any of the loans
or property, this
Agreement
will be of no further legal force and effect as to that part of the
loan portfolio purchased. The
terms
and conditions contained in this Agreement will continue to be of
full legal force and effect as to the
portion
of the loan portfolio not purchased.
Stipulated
Damage. It is agreed and stipulated by the parties that breach of
this Agreement by the
Potential
Purchaser will cause certain damages to the Seller. Accordingly, in
the event that this contract is
in
any way breached, Potential Purchaser agrees to pay stipulated damages
in the amount of actual
damages,
per breach. Furthermore, if it is necessary to enforce this contract
in any court, Potential
Purchaser
agrees to pay reasonable attorney's fees and all court costs.
A
breach is defined as failure to observe any of the provisions contained
in this Agreement, including but not
limited
to, the release of any information contained in the files being reviewed
to a any party without the prior
written
files being reviewed to any party without the prior written consent
of the Seller.
Authority.
Potential Purchaser warrant s and represents that the execution of
this Agreement has been
duly
authorized by all necessary corporate or other action and is a valid
and binding obligation enforceable
in
accordance with its terms. Potential Purchaser further warrants and
represents that the undersigned is
duly
authorized to execute this agreement on its behalf.
By
signature below and execution of this Agreement, each of the named
signatories, separately and
individually
and their associates confirm that any corporation, organization, firm,
company, or individual of
which
the signee is party to, member or principal agent for, employee or
otherwise would benefit financially
form
association, is bound by this Agreement.
Non-Circumvention
And Non-Disclosure. It is understood and agreed that the contracts
hereto are and
shall
be recognized by the other parties as exclusive and valuable contacts
and that the parties will not
negotiate
in any transaction with any of the revealed contacts, without first
entering into a written fee
agreement
with the party who first provided each contact.
Thus,
we, the undersigned agree, warrant, and covenant therefore, not to
circumvent the participating parties
of
this transaction in any present or future transactions. In the event
of circumvention by any parties involved
in
this transaction either directly or indirectly, within two (2) years
of this Agreement, it is agreed and
guaranteed
that a legal monetary penalty, equal to the maximum service fee or
earned amount the
circumvented
party should realize from such transaction(s), will be paid by the
person(s) engaged in that
circumvention.
This payment will also include all legal expense involved and auditing
of records involved in
the
recovery of these funds.
Perpetuating
Agreement. This Agreement is a perpetuating agreement for two (2)
years from the date
affixed
below and is to be applied to any and all transactions entertained
by the signatories.
This
protection shall continue during any extension, addition, parallel
agreements, rollovers, and renewals to
any
contracts consummated as a result or the efforts of the parties hereto.
It shall be binding upon the
parties
hereto.
Please
indicate your acceptance of the foregoing by signing and returning
the enclosed duplicate of this
Agreement.
___________________________________
Signature
of the Authorized Person
___________________________________
Date
___________________________________
Typed
Name, Title
___________________________________
Address
I have read this Agreement and understand the obligations imposed on me herein.
___________________________________
Individual
Signature/Date
___________________________________
Individual
Signature/Date
___________________________________
Individual
Signature/Date
EXHIBIT "A"
Non-Disclosure Non-Circumvention and Confidentiality Agreement
Executed
by _______________________________________ on ________________
This
Agreement is entered into between _______________________________
and
_________________________ with respect to the confidentiality of
the information
in
EXHIBIT "A" herein attached and made a part of this contract.
This
Agreement is to confirm that the above
parties
(separately and individually and their associates), hereby agree that
his/its divisions, subsidiaries,
employees,
agents or consultants will not make any contact with, deal with, or
otherwise involve themselves
in
any transaction with regard to EXHIBIT "A" without prior
written permission of the other parties mentioned
above.
This Agreement is also effective for the signatories' heirs, assignees
and designees. Confidential
Information.
The above mentioned parties hereby agree to keep completely confidential
the information
enclosed
in EXHIBIT "A". Such identity shall remain confidential
during the applicable transaction(s) and
during
the duration of this agreement. Termination. The terms and conditions
contained in this Agreement
will
continue to be of full legal force and effect for a period of one
year from the effective date of this
agreement,
Non-Disclosure and Non-Circumvention. It is understood and agreed
that the contacts
hereto
are and shall be recognized by all of the parties as exclusive and
valuable contacts and that the
parties
will not negotiate in any transaction with any of the revealed contacts,
without first entering into a
written
fee agreement with the parties identified above. Please acknowledge
your acceptance of the
foregoing
by signing and returning the enclosed duplicate of this Agreement.
Dated
this _________ day of _________, 20__.
___________________________________
Individual
Signature/Date
___________________________________
Individual
Signature/Date
___________________________________
Individual
Signature/Date