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CONFIDENTIALITY AGREEMENT
This CONFIDENTIALITY AGREEMENT, dated this (DAY) day of (MONTH) (YEAR), between
HBCUEntrepreneurs.com and any of its affiliated companies, (herein referred to as “HBCUE”) and (MEMBER
NAME), his/her officers, directors, stockholders, or affiliates (collectively the “Member”) and it is as follows:
WITNESSETH:
WHEREAS, MEMBER, desires to do business or continue to do business with HBCUE, or is considering doing
business with HBCUE.
WHEREAS, in the course of such relationship, HBCUE or MEMBER, may see, here, learn of, or otherwise
become aware of or obtain, or may have already become aware of or obtained, certain Confidential Information, as
defined herein; and
WHEREAS, HBCUE and MEMBER, desire that such confidential Information remain confidential, and that their
relationship be upon and subject to the terms and conditions contained in this Confidentiality Agreement.
NOW THEREFORE, in consideration of the foregoing and valuable consideration, the sufficiency of which is
hereby acknowledged, HBCUE and MEMBER agree as follows:
1.
Definition of Confidential Information: As used herein, the term “Confidential Information” means information
known or in the possession of HBCUE and its officers, directors, or affiliates and as the case may be, which
derives actual or potential economic value from not being generally known to, and not being readily ascertainable
by proper means by, other persons or entities that can obtain economic value from its disclosure or use.
a.
Confidential Information includes, but is not limited to, information related to patents, licenses, trade secrets,
or other intellectual propriety, technical information, designs, specifications, know – how, manufacturing
parameters, methods of application, engineering data, composition of materials, developments, plans,
experiments, client identities, and other client information, account data, sales records, forecasts, projections,
financial statements, and other financial information, marketing information, and other information related to
HBCUE present or future business.
b.
Confidential Information includes all information as defined above, whether or not it is fixed in tangible
medium of expression, including, but not limited to; diagrams, drawings, charts, memos, notes, drafts, letters,
reports, studies, lists, graphs, magnetic tapes or disks, CD’s, computer memory, emails, text messages, faxes,
and any interpretations thereof.
c.
All information that is treated by HBCUE as Confidential Information, or which HBCU has reasonable basis
to believe is Confidential Information, shall be conclusively presumed by the finder of fact to be Confidential
Information. However, nothing contained in this section shall be constructed to present other information on
from being determined to be Confidential Information by a finder of fact.
2.
Non – Disclosure of Confidential Information: Both HBCUE and MEMBER recognize and acknowledge that
confidential Information is special, valuable, and unique property belonging to HBCUE. Both HBCUE and
MEMBER agree that any confidential Information MEMBER becomes aware of, or otherwise possesses, will be
kept as confidential by MEMBER such information and shall not be disclosed in any manner, in whole or in part,
and shall not be used by MEMBER other than for purpose of the business relationship between HBCUE and
MEMBER without express prior written consent from HBCUE.
3.
Control of Documents: HBCUE and MEMBER acknowledge that Confidential Information may be expresses in
one or more tangible media of expression, (herein referred to as “Confidential Information”). Employee shall not
have possession, custody, or control of any Confidential Documents of the disclosing party.
4.
Specific Performance: HBCUE and MEMBER recognize that the obligations to be fulfilled under this Agreement
are special, unique and extraordinary character, and that in the event of a breach by either party of this Agreement,
the breached party shall be entitled to institute and prosecute proceedings in any court of competent jurisdiction,
either in law or in equity, to obtain damages for any breach of this Agreement, or to enforce the specific
performance under this Agreement, or to enjoin the breaching party from breaking the provisions of this Agreement.
Nothing contained herein shall be constrained to prevent either party from seeking other remedy in the courts, in
case of any breach of this Agreement.
5.
Assignability: The rights and obligations of HBCUE and MEMBER under this agreement shall insure to the
benefit of and be binding upon the successors and assigns of HBCUE and MEMBER.
6.
Miscellaneous: This Agreement is to be constructed and enforced in accordance with the laws of the State of
Florida.
7.
No Rights Conveyed: The execution of this Agreement and the disclosure of Confidential Information does not in
any way grant any rights or licenses to.
______________________________________________
MEMBER
________________________________
Date
______________________________________________
HBCUEntrepreneurs.com
________________________________
Date
C/O: W.George Allen P.A. Law Offices of W. George Allen P.A.
800 SE 3rd Avenue- Penthouse
Fort Lauderdale, Florida 33316