CONSULTING ADVISOR CONFIDENTIALITY AGREEMENT
BY AND BETWEEN
________________________________________AND ___________________________________
This agreement ("Agreement") dated as of ___ day, 199_, by and between
____________________ with its offices at _____________________________________
(hereinafter, "Company") and ___________________________, an individual residing
at ____________________________________ (hereinafter, "Consulting Advisor")
relates to confidential information developed by or on behalf of Company.
1. In consideration of my engagement as a Consulting Advisor to
"Company" pursuant to the Consulting Advisory and Non-competition Agreement of
even date hereof, at any time while a Consulting Advisor, or at any time
thereafter, regardless of the reasons for leaving, I agree not to use or
disclose, directly or indirectly, any Protected Information in any Unauthorized
manner or for any Unauthorized purpose. The terms "Protected Information" and
"Unauthorized" are defined in Paragraph 5 of this Agreement. Further, promptly
upon termination, for any reason, of my engagement as Consulting Advisor to
Company, I agree to deliver all property or materials within my possession or
control which belong to the Company or which contain Protected Information.
2. While a Consulting Advisor of the Company, or after termination, for
any reason, I agree to take any and all lawful measures to prevent the
Unauthorized use and disclosure of Protected Information and to prevent
Unauthorized persons or entities from obtaining or using Protected Information.
During the same period, I further agree to refrain from taking any actions which
would constitute or facilitate the Unauthorized use or disclosure of Protected
Information.
3. My engagement as a Consulting Advisor to Company does not conflict
with any prior business relationship, I do not possess confidential information
arising out of any prior business relationship which, in my best judgment, would
be utilized in connection with my providing professional services pursuant to
the Consulting Advisory Agreement to Company, and I will use best efforts not to
disclose such information to the Company or any customer or employee.
4. I acknowledge (a) that the Protected Information is commercially and
competitively valuable to Company and that it is vital to the success of its
business at all locations at which it does business; (b) that the Unauthorized
use or disclosure of said Protected Information would cause irreparable harm to
Company; (c) that Company has taken and is taking all reasonable measures to
protect its legitimate interests in its Protected Information, including but not
limited to affirmative actions to safeguard the confidentiality of such
Protected Information; (d) that, by this Agreement, Company is taking reasonable
steps to protect its legitimate interests in the Protected Information; (e) that
the restrictions on the activities in which I may engage set forth in this
Agreement, and the locations and periods of time for which such restrictions
apply, are reasonably necessary in order to protect Company's legitimate
interests in its Protected Information; and (f) that nothing herein shall
prohibit Company from pursuing any remedies, whether in law or equity, available
for a breach or threatened breach of this Agreement, including the recovery of
damages from me.
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5. (a) As used in this Agreement, the term "Protected Information"
shall mean trade secrets, confidential or proprietary information, and all other
knowledge, information, documents or materials, owned, developed, or possessed
by Company, whether in tangible or intangible form, the confidentiality of which
Company takes reasonable measures to protect, and which pertains in any manner
to subjects which include, but are not limited to, Company's research
operations, customers (including identities of customers and prospective
customers, identities of individual contacts at business entities which are
customers or prospective customers, preferences, business or habits), business
relationships, products (including prices, costs, sales or content), financial
information or measures, business methods, future business plans, data bases,
computer programs, designs, models, operating procedures, knowledge of the
organization, and other information owned, developed or possessed by Company.
(b) As used in this Agreement, the term "Unauthorized" shall mean:
(i) in contravention of Company's policies or procedures; (ii) otherwise
inconsistent with Company's measures to protect its interests in the Protected
Information; (iii) in contravention of any lawful instruction or directive,
either written or oral, of the management or staff of Company; (iv) in
contravention of any duty existing under law or contract; or (v) to the
detriment of Company.
6. I agree not to solicit, use, or disclose any information not
generally available to the public including, without limitation, Protected
Information, in any manner directly or indirectly, so that I or any third party
would obtain an advantage, benefit, or gain, whether real or potential, over the
general public, whether in connection with investing or trading in securities or
for any other purpose.
7. This Agreement shall be governed by and in accordance with the laws
of the State of Texas.
8. If any provision or clause of this Agreement, or portion thereof,
shall be held by any court or other tribunal of competent jurisdiction to be
illegal, void or unenforceable in such jurisdiction, the remainder of such
provisions shall not thereby be affected and shall be given full effect, without
regard to the invalid portion. It is the intention of the parties that, if any
court construes any provision or clause of this Agreement, or any portion
thereof, to be illegal, void, or unenforceable because of the duration of such
provision or the area or matter covered thereby, such court shall reduce the
duration, area, or matter of such provision and, in its reduced form, such
provision shall then be enforceable and shall be enforced.
9. I acknowledge that I have read and understand this Agreement and
that I have signed and entered into it on my own free will.
Dated:
----------------------
Consulting Advisor
Accepted and agreed to:
Dated:
By:__________________
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