Confidentiality Agreement

Please block the text below, copy to a word document, print, 
fill in the blanks, sign & date, then fax to 407 628 1612.

 

CONFIDENTIALITY AGREEMENT

THIS AGREEMENT ("Agreement") made this __th day of _______ 200_, by and between Peter A. Burkhard D|B|A Burkhard Works, 1177 Louisiana Avenue, Suite 201, Winter Park, Florida (“Burkhard”), and _____________________________, its officers, affiliates and subsidiaries ("Company"). (Burkhard and the Company are collectively referred to herein as the "Parties").  

WHEREAS, the Company desires to enter into discussions with Burkhard about retaining Burkhard to perform professional advertising & marketing services (the “Services”). The Services to be provided by Burkhard will include, but not be limited to, brand positioning; marketing & advertising strategy; media planning and negotiation strategy and tactics; broadcast, print and collateral creative concepts, designs, layouts, graphics, logos, and other design elements; web site design, concept, and other structural and interactive elements; sales training, customer service training, customer maintenance training; and other services typically provided by advertising and marketing firms;  

WHEREAS, the Company will deliver information not publicly available to Burkhard in furtherance of the Services that Company wishes to keep confidential (“Confidential Information”);  

WHEREAS, Company may be exposed to not publicly available information, processes, procedures, materials, information regarding past or current clients of Burkhard, contacts, suppliers and the like, that Burkhard wishes to keep confidential (“Confidential Information”);  

WHEREAS, in order to insure that the Confidential Information is not disclosed to anyone not that is not a party to this agreement, and to insure that the Confidential Information is not used in a manner not contemplated by this agreement, the Parties have agreed to enter into this agreement; 
  
NOW, THEREFORE, the Parties, for good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, hereby agree as follows:

  1. Use of Confidential Information. Any Confidential Information provided to a Party or its representatives hereunder will be used by such Party and its Representatives solely in furtherance of the Service and shall not be used by such Party in any way detrimental to any other Party or its stockholders. Each Party shall maintain the strict confidentiality of any Confidential Information provided to it or any of its Representatives by another Party or any of its Representatives and shall not disclose to any other person; provided, however, that it may disclose any such Confidential Information or portions thereof to those of its Representatives who need to know such information in order to assist such Party in performance of the Services.

  2. Representative. Each Party shall (a) provide the other Parties with a list of its Representatives who are to be given access to any Confidential Information, (b) inform each such Representative of the terms of this Agreement, and (c) obtain the written agreement of each such Representative to abide by the terms of this Agreement. Each Party will be responsible for any breach of this Agreement by any of its Representatives.

  3. Indemnification. Each Party shall indemnify, defend and hold harmless the other Parties from and against any and all damages, losses, liabilities and costs that any other Party may sustain or incur as a result of any breach of this Agreement by such Party or any of its Representatives.

  4. Equitable Remedies. The Parties acknowledge that a remedy at law, including but not limited to money damages, are an inadequate remedy for breach of this Confidentiality Agreement because of the difficulty of ascertaining the amount of damage that will be suffered in the event that this Agreement is breached. Therefore, each Party shall be entitled to equitable relief, including injunction and specific performance, in the event of any breach of the provisions of this Agreement by any other Party or any of its Representatives, in addition to all other remedies available to such Party at law or in equity. Nothing contained herein shall be construed as prohibiting Burkhard from pursuing any other remedies available for any such breach or threatened breach of confidentiality.

  5. No Waivers. No failure or delay by any Party in exercising any right, power or privilege hereunder will operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other or further exercise thereof of the exercise of any other right, power or privilege hereunder.

  6. Integration. This Agreement embodies the entire agreement and understanding of the Parties with respect to the subject matter hereof and supersedes all prior discussions, negotiations, agreements, and understandings among the Parties with respect to the subject matter hereof.

  7. Miscellaneous. This agreement is for the benefit of the Parties and will be governed by and construed in accordance with the laws of the State of Florida. All parties' obligations under this Agreement will expire four years from the date of this Agreement. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

 IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first written above.
 
("COMPANY")         



By: ______________________________
Print Name: _______________________   
Its: ______________________________ 

("BURKHARD")

               
By:           
Print Name: Peter A. Burkhard