A SAMPLE CONFIDENTIALITY AGREEMENTThis 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.
or agents of Potential Purchaser or its parent company who require
access to inventory or
the loans or assets; or...
b. the Board of Directors of Potential Purchaser of any director's examination or audit committee thereof.
Purchaser agrees to advise each such person of the obligations of
confidentiality and non-use
here. Potential Purchaser further agrees to require each person who
will review the Confidential
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
Typed Name, Title
I have read this Agreement and understand the obligations imposed on me herein.
Non-Disclosure Non-Circumvention and Confidentiality Agreement
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__.