Agents Alliance Services, Ltd.
Confidentiality and Non-Disclosure Agreement
In connection with a potential formation of an Independent Contractor business relationship with Agents Alliance Services, Ltd. (hereinafter referred to "AAS"), a duly organized Texas Limited Partnership, the undersigned agree that certain business and technical information which is non-public, confidential and/or proprietary in nature may be disclosed to the other under the terms set forth herein.
With respect to the disclosure of Confidential Information by and between the undersigned parties, the party disclosing such Confidential Information is referred to as the "Disclosing Party" and the party receiving such Confidential Information is referred to as the "Receiving Party. "
In consideration of the disclosure of the Confidential Information, the undersigned parties are entering into this agreement (this "Agreement") under the following terms and conditions:
"Confidential Information" as used herein may include, without limitation, know-how and written documentation relating to the party, confidential trade secrets, information about a party's existing or potential business policies or practices, contracts used in the formation of the Independent Contractor business relationship and other information in furtherance of same. Specific examples of information AAS considers confidential and proprietary include but is not limited to:
a. Any information or records (in whatever form) that are used in the core business of AAS that affords AAS a competitive advantage over others.
b. Aggregate pricing, rates and quoting for customers.
c. Prospect lists compiled and accumulated by AAS.
d. Insurer and insurance records used in AAS' business.
e. Expiration data, customer preferences, customer methods of operation, customer risk tolerance and attitude regarding deductibles.
f. The identity of decision makers within the customer's business organization, details of the organizational structure and the identity of individuals that influence customers' decisions regarding insurance purchases, as well as other information relative to those accounts.
g. Financial and administrative information and/or records relating to the operation of AAS and how it creates a competitive advantage.
h. Information about AAS' businesses and independent contractor relationships that may not be generally known.
i. Information about AAS marketing functions used by AAS to help create a competitive edge.
j. Contracts and agreements used by AAS in transacting the independent business relationship.
k. Information about AAS operations as an aggregator of insurance and financial services and the manner or method of how AAS operations as an aggregator may benefit Independent Contractor.
l. Information about AAS' vast carrier database or the carriers that AAS affiliates with, including information that may contain or disclose how AAS obtains competitive pricing.
Except as required by applicable law, Confidential Information will be kept confidential and, without the prior written consent of the Disclosing Party, shall not be disclosed by the Receiving Party or by its agents, representatives or employees, in whole or in part, and shall not be used by the Receiving Patty, its agents, representatives or employees, other than in connection with the Independent Contractor business relationship. Moreover, the Receiving Party agrees to transmit the Confidential Information only to its agents, representatives and employees who need to know the Confidential Information for the purpose of evaluating the Independent Contractor business relationship and who are informed by the Receiving Party of the confidential nature of the Confidential Information and who shall be instructed to act in accordance with the terms and conditions of this Agreement.
All copies of the Confidential Information, except for that portion of the Confidential Information which consists of analyses, compilations, forecasts, studies or other documents prepared by the Receiving Party or its representatives, will be returned to the Disclosing Party within ten (10) days following such a request by the Disclosing Party. That portion of the Confidential Information that consists of analyses, compilations, forecasts, studies or other documents prepared by the Receiving Party or its representatives will be destroyed, at the request of the Disclosing Party, in the event negotiations relative to the Independent Contractor business relationship are terminated.
This Agreement shall be inoperative as to such portions of the Confidential Information which (i) are or become generally available to the public, other than as a result of a disclosure by the Receiving Party, its agents, representatives or employees; (ii) become available to the Receiving Patty on a non-confidential basis from a source other than the Disclosing Party, which source is not known to the Receiving Party to be prohibited from disclosing sueh Confidential Information to the Receiving Party by a legal, contractual or fiduciary obligation to the Disclosing Party; or (iii) are disclosed with the prior written consent of the Disclosing Party.In the event that the Receiving Party or anyone to whom it transmits the Confidential Information pursuant to this Agreement becomes legally compelled to disclose any of the Confidential Information, the Receiving Party will provide the Disclosing Party with prompt notice so that the Disclosing Party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. In the event that such protective order or other remedy is not obtained or that the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party will furnish only that portion of the Confidential Information which, in the judgment of its counsel, is legally required to be so furnished and will exercise reasonable efforts to obtain assurance that confidential treatment will be accorded the Confidential Information.
The undersigned agree that, without the prior written consent of the other party, it will not disclose to any other person or entity the fact that the Confidential Information exists, that discussions or negotiations are taking place concerning the possible Independent Contractor business relationship or any of the terms, conditions or other facts related to the Independent Contractor business relationship. This non-disclosure is absolute and unconditional unless modified in writing signed by both parties.
The undersigned agree and acknowledge that remedies at law may be inadequate to protect the Disclosing Party against breach of this Agreement, and agree that injunctive relief in favor of the Disclosing Party is an appropriate remedy in the event of a breach of this Agreement by the Receiving Party. The parties further agree that in the event this Agreement is breached by either party, then the non-breaching party shall be entitled to recover damages from the breaching party as well as reasonable costs and attorney's fees.
This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to principles of conflicts of law and with Denton County, Texas as the place of venue for any action concerning it.
All Confidential Information is and shall remain the property of the Disclosing Party. By disclosing the Confidential Information to the Receiving Party, the Disclosing Party does not grant any express or implied license or other rights to the information being disclosed.
Please confirm your agreement with the foregoing by signing below. This agreement shall become binding upon execution and acceptance by Agents Alliance Services, Ltd.
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