You may be reluctant to speak with a location expert because of confidentiality concerns – and perhaps you have good reason to refrain from asking your Law Department to supply a Non Disclosure Agreement (NDA). Here is the solution:
This Agreement is in effect from the moment you first communicate with Joseph Vranich regardless of the method of contact. Any inquiry whatsoever is considered confidential and privileged under the terms of this Agreement. The document is written from your perspective with client-centered provisions as strong or stronger than what is found in typical NDAs. If there is a conflict between your NDA and this NDA, the terms of your NDA shall control.
This non-disclosure Agreement (the “Agreement” or “NDA”) is by and between Spectrum Location Solutions (hereinafter referred to as “SLS”) and Your Company (“the Company” or “You”), which includes related companies, divisions and subsidiaries.
SLS and the Company (“the Parties”) agree as follows:
- Purpose and Restrictions. The Parties anticipate exchanging information for the purpose of establishing a business relationship. Some or all of the information to be disclosed by the Company may be proprietary or confidential. Such information must be protected as such by SLS and must not be disclosed regardless of whether the Company engages SLS to provide services.
- Confidential Information Provided by the Company. “Confidential Information” shall mean information disclosed by the Company which is provided orally or is in written, electronic, photographic, or other tangible form, and which falls into two categories: (a) the material is identified as “Confidential,” “Proprietary,” “Private,” or in any other manner indicating its confidential and/or proprietary nature, and (b) even without such markings all information is given such protection including the fact that a potential or real business relationship is in effect. In short, no information whatsoever is revealed without the Company’s permission.
- Confidential Information that SLS provides to the Company. SLS will obtain certain data, information and perspectives relating to the Company’s objectives from Economic Development agencies or others. SLS’s obligation of Confidentiality shall extend to all such information which is provided to the Company orally or in written, electronic, photographic, or other form.
- Maintaining Confidentiality During Outreach. Should SLS compile and distribute Requests for Information (RFIs) and Requests for Proposals (RFPs), and conduct negotiations with private and public entities, it shall do so without revealing the identity of the Company. Such confidentiality shall be maintained by relying on a Project Code Name until such time as state or local statues or arrangements for meetings require identification. Even then, Economic Development agencies and others will be requested to agree to a NDA. (Note: Some states, counties and municipalities legally require their form of NDA be executed.)
- Care. SLS shall use the same degree of care in safeguarding the Confidential Information as it uses for its own confidential information of like importance, but no less than reasonable care. Upon learning of any disclosure or misuse of Confidential Information, SLS shall notify the Company and shall act to prevent any further disclosure or misuse.
- Extension to Strategic Partner Network. SLS may disclose Confidential Information to selective members of its “Strategic Partner Network” (a.k.a. “Preferred Solutions Provider Network,” “Associates,” “Affiliates,” “contractors,” “sub-contractors” and “employees”), provided that the member has a need to know and does not have an interest competitive or adverse to the Company. All members are subject to all terms of this Agreement.
- Exception for Public Domain Information. SLS’s obligation of confidentiality and restriction on use shall not apply to information when it is generally available to the public (or becomes so) without the fault or negligence of SLS.
- Potential Disclosure Issues. Laws, regulations and government policies may require eventual identification of the Company. If so, it is customary for public agencies and public officials to execute NDAs prior to negotiations or issuance of an offer letter. No such identification shall occur without the Company’s prior approval. The Company understands that a refusal to release its identity may at times result in more difficult negotiations for economic incentives or financial benefits or a failure to receive an offer letter from the appropriate authorities. Such circumstances are beyond the control of SLS.
- Required Disclosures. The Company understands that SLS may be required by law, regulation, subpoena or other legal process to disclose confidential Information. However, SLS shall (a) give the Company written notice promptly upon receipt of a disclosure requirement and before the disclosure is made to allow the Company the opportunity to take appropriate legal or other measures to protect such information, (b) take reasonable actions and provide reasonable assistance to the Company to secure confidential treatment of the confidential Information, and (c) disclose only such confidential Information as is required.
- Copies. SLS shall make only such copies of confidential Information as are necessary and shall reproduce all of the Company’s proprietary or confidential markings thereon.
- Return. All confidential Information shall remain the property of the Company, and all copies and excerpts thereof shall be promptly returned to the Company upon request, except that SLS’s legal counsel may retain a copy for use as a record of the disclosure. If permitted by the Company through a written notice, SLS may destroy such copies and excerpts instead of returning them and SLS shall certify that it has destroyed all documents.
- Public Notice Limitation. In the event that the parties enter into a business relationship, neither party shall issue any public statement or press release regarding such a relationship without the prior, written consent of the other party.
- No Rights Granted. Nothing herein shall be construed as granting to SLS any proprietary rights, express or implied, including but not limited to copyright, patent, trade secret, or trademark rights in the Company’s confidential Information, other than the right to use it for the Purpose of this Agreement.
- Competition. In no case shall SLS use the Company’s confidential Information to design, produce or promote services or products competitive with or injurious to those of the Company.
- Non-Termination. This Non Disclosure Agreement never terminates. SLS agrees to protect the Company’s confidential and proprietary information in perpetuity, except as required by law or regulation, regardless of whether the Company engages the services of SLS.
- In Effect Immediately. The Effective Date of this Agreement is retroactive to the your first communication with Joseph Vranich regardless of the method of contact.
- E-Signatures. This Agreement may be executed by electronic means and the parties authorize that electronic signatures act as their legal signatures. Electronic signatures (E-Signatures) shall have the same effect in all respects as original handwritten signatures. (You are not required to conduct this transaction by accepting an E-Signature, but if you do so, then you hereby give your authorization pursuant to this paragraph.)
EXECUTION BY E-SIGNATURES:
Presented by and Executed on Behalf of: Spectrum Location Solutions
Typing my name here constitutes an electronic signature:
Accepted by and Executed on Behalf of: (Company Name)
Typing my name here constitutes an electronic signature: