THIS CONFIDENTIALITY AGREEMENT (the "Agreement") dated Today, 2021
WorkReferences.co of 235 Peachtree St NE, Suite 400., Atlanta, GA 30303
- AND -
Our Members (the "Purchaser")
The Seller (WorkReferences.co), and the Purchaser (Members) are contemplating a possible transaction (the "Transaction") with respect to: Answering Services For Virtual Company As Described On This Website
In connection with the Transaction (the "Permitted Purpose"), the Purchaser will produce certain confidential information (the "Confidential Information") regarding: Answering Services For Their Virtual Company As Described.
IN CONSIDERATION OF and as a condition of the Purchaser will be providing Confidential Information to the Seller (WorkReferences.co) in addition to other valuable consideration, the receipt and sufficiency of which consideration is hereby acknowledged, the parties to this
Agreement as follows;
1. WorkReferences.co will never publicly reveal any buyer (member), name or information to anybody other than inquiries made by employers in regards to a reference or a landlord verifying references.
All written and oral information and materials disclosed or provided by the Buyer (Members) 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 Seller.
'Confidential Information' means all data and information relating to the transaction and the Purchaser, including but not limited to, the following:
'Customer Information' which includes names of customers of the buyer, their representatives, all customer contact information, contracts and their contents and parties, customer services, data provided by customers and the type, quantity and specifications of products and services purchased, leased, licensed or received by customers; and
Confidential Information will also include any information that has been disclosed by a third party to the Seller and is protected by a non-disclosure agreement entered into between the third party and the Seller.
Confidential Information will not include the following information:
Information that is generally known in the industry;
Information that is now or subsequently becomes generally available to the public through no wrongful act of WorkReferences.co;
Information that the Member rightfully obtains from a third party who has the right to transfer or disclose it.
Except as otherwise provided in this Agreement, WorkReferences.co must keep the Confidential Information confidential.
Except as otherwise provided in this Agreement, the Confidential Information will remain the exclusive property of WorkReferences.co and will only be used for the Permitted Purpose. Members will not use the Confidential Information for any purpose that might be directly or indirectly detrimental to the Seller or any of their affiliates or subsidiaries.
The obligations to ensure and protect the confidentiality of the Confidential Information imposed on WorkReferences.co 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 those obligations will last indefinitely.
The Purchaser (Members) may disclose any of the Confidential Information: to such of their perspective employers, agents, representatives and advisors that have a need to know:
The Purchaser agrees to retain all Confidential Information at their usual place of business and to store all Confidential Information as they see fit.
Ownership and Title
Nothing contained in this Agreement will grant to or create in the Purchaser, either expressly or impliedly, any right, title, interest or license in or to the intellectual property of the Seller.
The Purchaser agrees and acknowledges 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 Seller. Accordingly, the Purchaser agrees that the Seller is entitled to, in addition to all other rights and remedies available to them at law or in equity, an injunction restraining the Purchaser and any agents of the Purchaser, 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 Purchaser will keep track of all Confidential Information provided to them and the location of such information. The Seller (WorkReferences.co) may at any time request the return of all Confidential Information from the Purchaser. Upon the request of the Seller, or in the event that the Purchaser ceases to require use of the Confidential Information, or upon the expiration or termination of this Agreement, the Purchaser will:
return all Confidential Information to the Seller 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 the Purchaser's review of the confidential information;
In the event that WorkReferences.co is required in a civil, criminal or regulatory proceeding to disclose any part of the Confidential Information, CareerExcuse will provide the buyer (member), prompt written notice of such request so the buyer may seek an appropriate remedy.
If WorkReferences.co loses or fails to maintain the confidentiality of any of the Confidential Information in breach of this Agreement, CareerExcuse will immediately notify the Seller and take all reasonable steps necessary to retrieve the lost or improperly disclosed Confidential Information.
Any notices or delivery required in this Agreement will be deemed completed when hand-delivered, delivered by agent, or seven (7) days after being placed in the post, postage prepaid, to the parties at the addresses contained in this Agreement or as the parties may later designate in writing.
The address for any notice to be delivered to any of the parties to this Agreement is as follows:
480 S. 3rd St. Columbus - Ohio- 43215
IN WITNESS WHEREOF WorkReferences.co have duly affixed their signatures under hand and seal on this 2nd day of April 2021..