FFS_NCNDAGREEMENT
This NON-DISCLOSURE, NON-CIRCUMVENTION, NON-SOLICITATION and NONCOMPETITION AGREEMENT (the .Agreement.) is effective as of,
Date:_________Month____________Year__________. by and Between, Freedom Financial Services, Inc. and assign. Company name._______________ ______________________________________. (Hereinafter .Confidant(s).), .whose address is. ________________________________________. Individually or collectively, and on behalf of any/all/other affiliated companies, or approved Agents and official representatives of the above organizations (hereinafter the Company.)
1. PURPOSE
The parties to this Agreement desire to engage in discussions regarding present and/or potential future business relationships. This Agreement combines a non-disclosure, a non-competition, non-solicitation, and a non-circumvention agreement. The parties intend to engage in substantive Discussions and sharing of confidential information regarding certain new and useful business Opportunities, business contacts, trade secrets, business entity formation and structuring, and real estate investment and lending planning. In connection with these discussions, it may be necessary and/or desirable for the Company to provide the Confidant(s), individually and on behalf of those parties represented, agrees that they are bound by an obligation of confidentiality. The Company believes, and the Confidant(s) hereby agree, that the Company’s Confidential information has significant commercial value that would be diminished by unauthorized Disclosure. Accordingly, the commitments of confidentiality in this Agreement are a condition to the Confidant(s) willingness to engage in the contemplated business discussions and planning. The Confidant(s) agrees that it shall not use any advantages derivable from such information in It’s own business or affairs, unless the same is done pursuant to a new agreement with all other signatories to this document. Each signing party shall be held responsible and liable in case of a breach of this Agreement both in a professional and personal capacity.
2. CONFIDENTIAL INFORMATION
Confidential Information shall include, and shall be deemed to include, all information conveyed By the Company to the Confidant(s) orally, in writing, by demonstration, or by other media. Confidential Information shall be considered as such at the time of transmittal. Confidential Information may include, by way of example but without limitation loan programs and methods,
Data, know-how, contacts, contracts, software, formulas, processes, designs,sketches, photographs, plans, drawings, specifications, samples, reports, information obtained from previous or current participants in programs of the Company, and information relating to Transactional procedures. However, Confidential Information shall not include information, Which can clearly be demonstrated to be: a. Generally known or available to the public, through no act or omission on the part of the Receiving party; or b. Provided to the receiving party by a third party without any restriction on disclosure and Without breach of any obligation of confidentiality to a party to this Agreement; or independently developed by the receiving party without use of the Confidential Information.
3. OBLIGATION OF CONFIDENTIALITY
The Confidant(s) agrees that when receipt of any Confidential Information has occurred: a. The Confidant(s) shall not disclose or communicate Confidential Information to any third party, except as herein provided. Confidant(s) shall protect such information from Disclosure by reasonable means, including but not limited to at least the same minimal level of security that Confidant(s) uses for its most crucial proprietary and trade secret Information. b. Confidant(s) shall reasonably protect the Confidential Information with not less than the same degree of care exercised by its own personnel to protect its own, or publication of its own, most valuable confidential and proprietary information. c. The Company shall permit access to its Confidential Information to the Confidant(s). Agents or employees or third parties only if such disclosure is reasonably believed to be necessary to the purposes of the Confidant(s) evaluating, contemplating, recommending, or engaging in any program or service offered by the Company or for the purpose of entering into a business relationship with the Company, and only if said agents, employees, or third parties: 1. Reasonably require access to the Confidential Information for purposes approved by this Agreement, and 2. Have been apprised of this Agreement and the Confidant(s).s obligations to maintain the trade secret status of Confidential Information and to restrict its use as provided by this Agreement.
4. OBLIGATION OF NON-COMPETITION
The non-competition provisions of this Agreement are an essential and material part of the total Agreement, by which the Confidant(s) agrees it, shall not use any advantages derivable from such Confidential information in its own business or affairs, unless the same is done pursuant to a new Agreement executed by all signatories to this document.
5. NON-CIRCUMVENTION
The Confidant(s) hereby agrees for himself or herself, their officers, directors, agents, associates and any related parties, that they will not, directly or indirectly, contact, deal with or otherwise become involved with any entity or any other entities or parties introduced, directly or indirectly, by or through the other party, its officers, directors, agents or associates, for the purpose of avoiding the payment to the Company of profits, fees or other amounts, without the specific Written approval of the Company.
6. NO REPRESENTATIONS
The Confidant(s) understands that the Company makes no representation or warranty as to the accuracy or completeness of the information it provides to the Confidant(s). The Confidant(s) agrees that neither the Company, nor any of its advisers, representatives, agents, or employees. Shall be held liable for utilization of Confident Information which results from the confidant(s).use of said information.
7. TERM
This Agreement shall, by mutual consent of the parties, remain in force and effect for a period of five years, sixty (60) months from the date signed and executed by all parties, with the effective Date being the date on which the final signature is affixed hereto.
8. JURISDICTION
The jurisdiction for this Agreement is global and worldwide. Should the Companies assert that a Violation has occurred; the parties agree that the Companies shall be entitled to take action to Remedy the violation in the locale and/or legal jurisdiction in which the violation occurred, and/or in any other locale or jurisdiction(s) which is appropriate, in the opinion of the Companies and their counsel.
9. MISCELLANEOUS
a. As used in this Agreement, the following terms shall have the following meanings: .Agents or employees. include the directors, officers and employees of any of the parties. It also includes the Confidant(s), any corporation, partnership, association, business trust, contractual organization, group, or other entity of which the Confidant(s) Is a member, officer, director, agent, trustee, beneficiary, or has a position similar to the aforementioned. b. Except for the limited right to use granted in section 3(c) herein, no right or license, either Express or implied, under any patent, copyright, trade secret or other intellectual property right is granted hereunder. c. No agency or partnership relationship is created between the parties by this Agreement. d. No party has an obligation under this Agreement to purchase any service or item from any of the other parties, or to offer any service or item for sale to any of the other parties and that any agreement to have a business relationship between the parties will exist only when such agreement is in writing and duly executed by all the parties hereto. e. ANY and ALL additions, modifications, and waivers of this Agreement must be made in Writing and signed by all parties. However, the failure of a party to insist of full compliance with any provisions of this Agreement in a particular instance shall not preclude it from requiring full compliance thereafter. f. This Agreement is made and shall be governed and construed in accordance with the laws Have the jurisdiction under which the respective companies are located, or any other applicable jurisdiction. The Company shall decide the proper venue for any action arising from or in connection with the interpretation or enforcement of this Agreement. g. If any portion of this Agreement shall be held invalid, such invalidity shall not affect the Other provisions hereof, and to this extent, the provisions of this Agreement are to be and Shall be deemed sever able. If any party hereto incurs legal fees, if a legal action instituted, to enforce the terms of this Agreement or to recover damages or injunctive relief for breach of this Agreement, it is agreed that the successful or prevailing parties. Shall be entitled to reasonable attorney fees and other costs in addition to any other relief. To which it or they may be entitled. This Agreement constitutes the entire understanding between all the parties and supersedes all previous understandings, agreements, communications and representations, whether written or oral, concerning the discussions by and between the parties hereto and The Confidential Information.
10. MUTUALITY
To the extent that confidential information is disseminated or exchanged by both parties, such Information shall be confidential as to both parties, the Companies and the Confidant(s).
11. NON-SOLICITATION
The Confidant(s) hereby confirms that neither the company or anyone on its behalf or anyone else Has solicited in any way, and no document received or that will be received shall be deemed to be A solicitation. Additionally, the Confidant(s) confirms that there has not been any offer to buy or Sell securities and that this or any other document from the company are not intended to be an offer To buy or sell securities. The Confidant(s) understands that this contemplated or any future contemplated transaction is strictly one of private placement and is in no way relying upon existing regulations relating to the United States Security Act of 1933 as amended or related regulation and does not involve the sale of securities. I further declare that the Company or any of its agents are not licensed securities Brokers or (American) Government employees and understand that neither are the Confidant(s) of your organization. The Confidant(s) is responsible to study, evaluate, and make informed decisions on all information received from Freedom Financial Services, Inc. Or any of its account executives, agents, contacts, or recommended service providers. Freedom Financial Services, Inc. is not responsible for any recommendation, solicitation, offer or agreement or any Information about any transaction, customer account or account activity contained in this or any future communication.
12. Basis of Information and Management Actions
The Client acknowledges that Company obtains a wide variety of available information from Numerous sources, and the recommendations, advice or business actions developed or carried out By the Company are based upon the professional judgment of the Company, its employees, Representatives, underwriters, and agents. The Client acknowledges that the Company does not Guarantee the results of any of its business actions, except as required under the terms of this Agreement. The Client also acknowledges that the Company, management, employees, Underwriters and agents are not acting in any form of Fiduciary Duty to you as the Confidant. You as the Confidant should seek out licensed professionals in the areas of legal, professional, and financial prior to making any financial decision.
LEGAL/PENALTY NOTICE!
By signing this agreement it is agreed that if I/we, or company and or any of its related entities will be sought after immediately for injunctive relief for violating this agreement. The signing parties can be held personally liable. Further you agree to pay such injunctive relief. By signing below this agreement becomes fully binding and enforceable.
IN WITNESS WHEREOF, the parties hereto have individually and by their duly authorized
Representatives executed and delivered this Agreement, to be effective as of the date first written
Above.
AGREED TO AND ACCEPTED BY:
Freedom Financial Services, Inc.
By: ____________________________________________ Date: ____/_____/_____
Fernando L. Diaz, President/CEO
Confidant(s):
[The INDIVIDUAL OR ENTITY]
Date: ________/___________/________________
By: ______________________________________ [SIGNATURE]
__________________________________________ [PRINT NAME]
__________________________________________[TITLE]
Address: _________________________________
Phone: ___________________________________
Fax: _____________________________________
E-Mail: __________________________________
Fax or email copy to:
Fax: (888) 202-4536 <SPAN style="FONT-SIZE: 11pt; COLOR: black; FONT-FAMILY: 'LENDOE+TimesNewRoman,BoldItalic','serif'; mso-bidi-font-famil |