Exhibit C

 

This Confidentiality and Non-Disclosure Agreement (“Agreement”) is entered into on (“Effective Date”), by and between , a , (each a “Company” and together the “Companies”) and Quincy James Freeman, doing business as Data Cross, a California sole proprietorship (“Recipient”).  The terms of the Agreement extend to all persons working with Recipient. 

The Companies are considering engaging Recipient to provide certain IT services on a contract basis (“Purpose”).  As part of that process, the Companies will disclose certain information to Recipient, which is confidential, proprietary and in certain cases, comprises trade secrets of the Companies.  In consideration for the opportunity to work with the Companies in connection with the Purpose, Recipient agrees to the terms and conditions set forth herein. 

  • Definition of Confidential Information.  “Confidential Information” means (a) all technical and nontechnical information related to each Company’s, and the Companies’ overall, computer systems, network, workstations, servers, cloud services, web sites, web pages, and other information technology hardware, software and infrastructure; (b) the email system, accounts and servers used by the Companies in communicating both internally and with the public; (c) customer information for each of the Companies, together with customer files for Company customers; (d) administrative and user passwords for the various components of the computer system used by the Companies, for both server and program-level access; and (e) all data pertaining to any of the above, including but not limited to documents, spreadsheets, slides and other materials related to the Companies, their confidential business operations, plans, products and services.  All of this information shall be Confidential Information whether or not is marked as “confidential” or “proprietary.”  Confidential Information shall also include any information that one or more of the Companies has received from third parties that may be made known to Recipient and that the Companies are obligated to treat as confidential or proprietary, whether or not marked as “confidential” or “proprietary”. 
  • Nondisclosure and Nonuse Obligations.  Recipient will not use any Confidential Information, except to the extent necessary to realize the Purpose, and Recipient will not disseminate or in any way disclose any Confidential Information to any person, firm, business or governmental agency or department, except where the disclosure is expressly permitted in this Agreement.  Furthermore, Recipient may not disclose the existence of any negotiations, discussions or consultations in progress between the parties to any person, firm or business or to any form of public media without the prior written approval of each Company.  Recipient shall treat all Confidential Information with the same degree of care as Recipient accords to Recipient’s own confidential information, but in no case shall Recipient use less than reasonable care.  Recipient shall disclose Confidential Information only to those of its employees who have a need to know the information to assist Recipient with respect to the Purpose.  Recipient certifies that each of its employees will have agreed, either as a condition of employment or in order to obtain the Confidential Information, to be bound by terms and conditions substantially similar to those terms and conditions applicable to Recipient under this Agreement.  Recipient shall immediately give notice to the Companies of any unauthorized use or disclosure of the Confidential Information.  Recipient shall assist the Companies in remedying the unauthorized use or disclosure of the Confidential Information. 
  • Exclusions from Nondisclosure and Nonuse Obligations.  Recipient’s obligations under Section 2 do not apply to any Confidential Information that Recipient can document (a) was in the public domain at or subsequent to the time the Confidential Information was communicated to Recipient by Companies, through no fault of Recipient; (b) was rightfully in Recipient’s possession free of any obligation of confidence at or subsequent to the time the Confidential Information was communicated to Recipient by Companies; or (c) was independently developed by employees, contractors or agents of Recipient without use of, or reference to, any Confidential Information.  A disclosure of any Confidential Information (y) in response to a valid order by a court or other governmental body or (z) as otherwise required by law will not be a breach of this Agreement or a waiver of confidentiality for other purposes; provided, however, that Recipient provides prompt prior written notice thereof to the Companies to enable the Companies to seek a protective order or otherwise prevent the disclosure. 
  • Ownership and Return of Confidential Information and Other Materials.  All Confidential Information, whether created by a Company or Recipient, shall be the property of the Companies and no license or other rights to Confidential Information is granted or implied hereby.  Recipient hereby does and agrees to irrevocably assign to the Companies all of Recipient’s rights, title in interest and interest in and to any work done by Recipient on behalf of the Companies in connection with the Purpose.  All materials and items (including, without limitation, software, equipment, tool, artwork, documents, drawings, papers, diskettes, tapes, models, apparatus, sketches, designs and lists) that the Companies furnish to Recipient (whether or not they contain or disclose Confidential Information) are the sole and exclusive property of the Companies.  Recipient agrees to keep all of the foregoing at Recipient’s premises unless otherwise permitted in writing by the Companies.  Within five (5) days after any request by a Company, Recipient shall destroy or deliver to the Companies, at the option of the Companies option, (a) all Company-furnished materials and items and (b) all materials and items in Recipient’s possession or control (even if not Company-furnished) that contain or disclose any Confidential Information.  Recipient will provide the Companies with a written certification of Recipient’s compliance with Recipient’s obligations under this Section.  
  • No Warranty.  All Confidential Information is provided “AS IS” and without any warranty, express, implied or otherwise, regarding any Confidential Information’s completeness, accuracy or performance. 
  • Term.  This Agreement will govern all communications from each of the Companies to Recipient that are made from the Effective Date to the date on which the Companies receive from Recipient written notice that subsequent communications shall not be so governed, except that Recipient’s obligations under Section 2 (Nondisclosure and Nonuse Obligations) will continue in perpetuity with respect to Confidential Information of the Companies that Recipient has previously received unless those obligations terminate earlier pursuant to Section 3 (Exclusions from Nondisclosure and Nonuse Obligations). 
  • No Assignment.  Recipient shall not assign its rights, or delegate any performance, under this Agreement without the prior written consent of the Companies. Any purported assignment of rights or delegation of performance in violation of this paragraph is void. 
  • Injunctive Relief.  A breach of this Agreement will cause irreparable and continuing damage to the Companies for which money damages are insufficient, and the Companies, either individually or collectively, are entitled to injunctive relief, a decree for specific performance, and all other relief as may be proper (including money damages if appropriate), without the need to post a bond. 
  • Notices.  Any notice required or permitted by this Agreement shall be in writing and shall be delivered as follows, with notice deemed given as indicated:  (a) by personal delivery, when actually delivered; (b) by overnight courier, upon written verification of receipt; (c) by facsimile transmission, upon acknowledgment of receipt of electronic transmission; or (d) by electronic mail where receipt is acknowledged by the recipient.  Notice shall be sent to the addresses set forth below or to such other address as either party may provide in writing. 
  • Governing Law; Forum; Legal Fees.  The laws of the United States of America and the State of California govern all matters arising out of or relating to this Agreement without giving effect to any conflict of law principles.  Each of the parties irrevocably consents to the exclusive personal jurisdiction of the federal and state courts located in Los Angeles County, California, as applicable, for any matter arising out of or relating to this Agreement.  Additionally, notwithstanding anything in the foregoing to the contrary, a claim for equitable relief arising out of or related to this Agreement may be brought in any court of competent jurisdiction.  If a proceeding is commenced to resolve any dispute that arises between the parties with respect to the matters covered by this Agreement, the prevailing party in that proceeding is entitled to receive its reasonable attorneys’ fees, expert witness fees and out of pocket costs, in addition to any other relief to which that prevailing party may be entitled. 
  • Severability.  If a court of law holds any provision of this Agreement to be illegal, invalid or unenforceable, (a) that provision shall be deemed amended to achieve an economic effect that is as near as possible to that provided by the original provision and (b) the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected. 
  • Waiver; Modification.  If the Companies waive any term, provision or Recipient’s breach of this Agreement, such waiver shall not be effective unless it is in writing and signed by the Companies.  No waiver shall constitute a waiver of any other or subsequent breach by Recipient.  This Agreement may be modified only if authorized representatives of both parties consent in writing. 
  • Entire Agreement.  This Agreement constitutes the final and exclusive agreement between the parties with respect to the treatment of Confidential Information disclosed hereunder. It supersedes all agreements, whether prior or contemporaneous, written or oral, concerning the treatment of the Confidential Information. 
  • Third Party Beneficiaries.  It is the mutual intention of both EVCP and Recipient that Wilwest Copy Partners, LLC, and Copy Resources, Inc., be intended third party beneficiaries of this Agreement.

IN WITNESS WHEREOF, the parties are signing this Agreement as of the Effective Date.

 

 

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Signed by Quincy Freeman
Signed On: 16 August 2022


Signature Certificate
Exhibit C - Confidentiality and Non-Disclosure Agreement
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4 February 2022 1:24 pm PDTExhibit C - Confidentiality and Non-Disclosure Agreement Uploaded by Quincy Freeman - support@datacross.us IP 136.179.21.78
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