Confidentiality / Non-Disclosure Agreement
CONFIDENTIALITY AGREEMENT
THIS CONFIDENTIALITY AGREEMENT (the "Agreement")....................
BETWEEN:
MR. MILITO DE QUEIROZ Located at 554 West Bay Road, George Town, Cayman Island, Party
Mr. ------------------------ Located at ---------------------- the Second Party.
BACKGROUND:
· The Trustee and the Investor are contemplating a possible transaction
(the "Transaction") with respect to: __Investment Funding Project__.
· In connection with the Transaction (the "Permitted Purpose"), the Trustee
has requested certain confidential information (the "Confidential
Information") regarding: _The Investor_.
IN CONSIDERATION OF and as a condition of the Investor providing the ConfidentialInformation
to the Trustee in addition to other valuable consideration, the receipt and sufficiency of which
consideration is hereby acknowledged, the parties to this Agreement agree as follows:
• Confidential Information
All written and oral information and materials disclosed or provided by the Investor to the
Trustee or by the Trustee to the Investor under this Agreement is Confidential Information
regardless of whether it was provided before or after the date of this Agreement or how it was
provided to the either Confidential Information will not include information
· That is generally known in the industry of the Investor or the Trustee;
· That is now or subsequently becomes generally available to the public
through no wrongful act of either
· That the Trustee or the Investor rightfully had in their possession
prior to receiving the Confidential Information;
· That is independently created by the Parties without direct or indirect use
of the Confidential Information; or
· That the Parties rightfully obtained from a third party who has the right
to transfer or disclose it.
· Confidential Obligations
Except as otherwise provided in this Agreement, the Parties must keep the Confidential
Information confidential.
· Except as otherwise provided in this Agreement, the Confidential Information
will remain the exclusive property of the Parties and will only be used by the
Parties for the Permitted Purpose. The Parties will not use the Confidential
Information for any purpose that might be directly or indirectly detrimental to
the Parties or any of their affiliates or subsidiaries.
· The obligations to ensure and protect the confidentiality of the Confidential
Information imposed on the Parties in this Agreement and any obligations to
provide notice under this Agreement will survive the expiration or termination,
as the case may be, of this Agreement and will continue for a period of three (3)
years from the date of such expiration or termination.
· The Parties may disclose any of the Confidential Information:
· To such of his employees, agents, representatives and advisors that have a
reasonable need to know for the Permitted Purpose provided that:
· The Trustee has informed such personnel of the confidential nature of the
Confidential Information;
· Such personnel agree to be legally bound to the same burdens of confidentiality
and non-use as the Trustee and investor;
· The Parties agree to take all necessary steps to ensure that the terms of this
Agreement are not violated by such personnel; and
· The Parties agree to be responsible for and indemnify the Investor for any
breach of this Agreement by his personnel.
· To a third party where the Investor has consented in writing to such disclosure;
and
· To the extent required by law or by the request or requirement of a court of law, a
regulatory body, or an administrative tribunal.
· The Parties agrees to retain all Confidential Information at their usual place of business
and to store all Confidential Information separate from other information and
documents held in the same location. Further, the Confidential Information is not to be
used, reproduced, transformed, or stored on a computer or device that is accessible to
persons to whom disclosure may not be made, as set out in this Agreement.
· Ownership and Title
Nothing contained in this Agreement will grant to or create in the Parties, either expressly
or impliedly, any right, title, interest or license in or to the intellectual property of each
other.
Remedies
· The Parties agree and acknowledge that the Confidential Information is of a proprietary
and confidential nature and that any failure to maintain the confidentiality of the
Confidential Information in breach of this Agreement cannot be reasonably or
adequately compensated for in money damages and would cause irreparable injury to
the other party. Accordingly, the Parties agree that the injured Party Investor is entitled
to, in addition to all other rights and remedies available to her at law or in equity, an
injunction restraining the defaulting Party and any agents of the defaulter, from directly
or indirectly committing or engaging in any act restricted by this Agreement in relation to
the Confidential Information.
• Return of Confidential Information
The Party’s will keep track of all Confidential Information provided to each other him and the
location of such information. The Parties may at any time request the return of all
Confidential Information from each other . Upon the request of the Parties, or in the event
that the Parties cease to require use of the Confidential Information, or upon the expiration or
termination of this Agreement, the Parties will:
· Return all Confidential Information to each other and will not retain any copies of this
information;
· Destroy or have destroyed all memoranda, notes, reports and other works based on or
derived from thereview of the confidential information; and
· Provide a certificate to each others that such materials have been destroyed or
returned, as the case may be.
• Notices
In the event that the Trustee is required in a civil, criminal or regulatory proceeding to
disclose any part of the Confidential Information, the Trustee will give to the Investor prompt
written notice of such request so the Investor may seek an appropriate remedy or
alternatively to waive the Trustee's compliance with the provisions of this Agreement in
regards to the request.
If the Trustee loses or fails to maintain the confidentiality of any of the Confidential
Information in breach of this Agreement, the Trustee will immediately notify the Investor
and take all reasonable steps necessary to retrieve the lost or improperly disclosed
Confidential Information.
• Representations
In providing the Confidential Information, the Investor makes no representations, either
expressly or impliedly as to its adequacy, sufficiency, completeness, correctness or its lack of
defect of any kind, including any patent or trade mark infringement that may result from the
use of such information.
• Termination
Either party may terminate this Agreement by providing written notice to the other party.
Except as otherwise provided in this Agreement, all rights and obligations under this
Agreement will terminate at that time.
• Assignment
Except where a party has changed its corporate name or merged with another corporation,
this Agreement may not be assigned or otherwise transferred by either party in whole or
part without the prior written consent of the other party to this Agreement.
• Amendments
This Agreement may only be amended or modified by a written instrument executed by
both the Investor and the Trustee.
• Governing Law
This Agreement will be construed in accordance with and governed by the laws of the
Country of the United Kingdom.
• General Provisions
· Time is of the essence in this Agreement.
· This Agreement may be executed in counterparts.
· Headings are inserted for the convenience of the parties only and are not to be considered
when interpreting this Agreement. Words in the singular mean and include the plural and
vice versa. Words in the masculine mean and include the feminine and vice versa.
· The clauses, paragraphs, and subparagraphs contained in this Agreement are intended to be
read and construed independently of each other. If any part of this Agreement is held to be
invalid, this invalidity will not affect the operation of any other part of this Agreement.
· The Trustee is liable for all costs, expenses and expenditures including, and without
limitation, the complete legal costs incurred by the Investor in enforcing this Agreement as a
result of any default of this Agreement by the Trustee.
· The Investor and the Trustee acknowledge that this Agreement is reasonable, valid and
enforceable. However, if a court of competent jurisdiction finds any of the provisions of this
Agreement to be too broad to be enforceable, it is the intention of the Investor and the
Trustee that such provision be reduced in scope by the court only to the extent deemed
necessary by that court to render the provision reasonable and enforceable, bearing in mind
that it is the intention of the Trustee to give the Investor the broadest possible protection to
maintain the confidentiality of the Confidential Information.
· No failure or delay by the Investor in exercising any power, right or privilege provided in this
Agreement will operate as a waiver, nor will any single or partial exercise of such rights,
powers or privileges preclude any further exercise of them or the exercise of any other right,
power or privilege provided in this Agreement.
· This Agreement will inure to the benefit of and be binding upon the respective heirs,
executors, administrators, successors and assigns, as the case may be, of the Investor and
the Trustee.
· This Agreement constitutes the entire agreement between the parties and there are no
further items or provisions, either oral or otherwise.
IN WITNESS WHEREOF
duly affixed their signatures under hand and seal
____________________________________________________________________
MR. MILITO DE QUEIROZ
(Investor)
________________________________________
Mr.....
(Trustee)
Witness: ________________________________(Sign)