Terms and ConditionsConfidentiality Agreement
When This Confidentiality Agreement (hereafter “Agreement”) is by and between Seven Pillar Strategies, Inc. (hereafter “Organization”) and the individual or organization disclosing information to the Organization (hereafter “Client”).
Organization is a media strategy, political consulting, crisis management, and business affairs company. Client is seeking expertise and may later seek additional services offered at terms specified in an electronic Project Agreement (hereafter “Project Agreement”).
WHEREAS, Client desires to seek Expertise from the Organization; and
WHEREAS, Organization is desirous of accepting the duties and responsibilities of providing the Expertise specified herein to Client; and
NOW, THEREFORE, for and in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto agree as follows:
The term of this Agreement shall be perpetual commencing on Date of Receipt of a signed Agreement unless the Client releases the Organization of its obligation of Confidentiality in a manner specified in this Agreement, a different date is specified on an additional executed Project Agreement (“Term”), or the Organization is legally obligated to disclose information to a Government Agency or Court of Law. Termination notwithstanding, both parties may have the option to review and sign an extension or modified Agreement. This document shall supersede prior agreements both oral and written. The relevant terms and sections of the Agreement, including sections six and seven, shall survive the term of any Project Agreement. In the absence of an executed and current Project Agreement, this Agreement is considered valid upon execution.
3. SCOPE OF SERVICE
When providing Expertise, Client shall comply with all federal, state, and local laws, codes, ordinances, rules, and regulations in performing its duties, responsibilities, and obligations related to this Agreement. In the event any of the terms of this Agreement are inconsistent with such laws, codes, rules, and regulations, the Agreement shall be construed to operate in conformity with the requirements of such laws, codes, rules and regulations. The Parties agree that the negotiation, commencement and performance of this Agreement is subject to substantial State, Federal, and local Regulation and warrants that it will, at all times, comply with all the applicable regulations.
Organization will perform additional Services on behalf of the Client with respect to a Project Agreement scope of services only. Any other matters must be the subject of a separate written agreement, or by addendum. Client acknowledges and understands that Organization and its agents and / or employees are not acting as legal counsel to Client and are not providing legal advice to Client.
Agreements with other organizations the Organization may be doing business with, those with similar or identical management teams, or vendor entities related to this Organization in any way do not transfer or imply additional relationships between the Client and this Organization other than that which is explicitly defined and executed in this Agreement, a Project Agreement, or an additional signed and approved Addendum.
Execution of a Project Agreement and/or Compensation are not necessary in order for this Confidentiality Agreement to be binding.
No Compensation is expressed or implied other than that which is specified in an executed Project Agreement.
5. CONFLICT OF INTEREST
Both parties agree that they will avoid activities, investments and other situations which may conflict with its duties as described herein. In executing this Agreement, both parties expressly agree that as of the date of this Agreement, neither party knowingly represents any client or party whose interest is currently adverse to the interest of the project.
Both parties further agree that if, during the term of this Agreement, it determines that a client or party represented has or may potentially have an interest adverse to the interest of the project, that party shall immediately disclose such conflict of interest to the other party.
Failures to remedy Conflicts of Interest as determined by Seven Pillar Strategies may result in immediate termination of any or all Project Agreements.
6. INDEPENDENT CONTRACTOR
Organization is an independent Contractor under this Agreement. In providing services, by Organization or its agents / employees providing Services shall not be acting and shall not be deemed as acting as officers, employees, or agents of the Client.
The parties expressly acknowledge that it is not their intent to create any rights or obligations in any third person or entity under this Agreement. Personnel policies, tax responsibilities, social security and health insurance, employee benefits, purchasing policies and other similar administrative procedures applicable to services rendered under this Agreement shall be those of the Client.
7. DISCLOSURE OF INFORMATION
During the term of this Agreement, employees, agents, servants and contractors of Organization may be exposed to information which is confidential and proprietary to the Client. This information includes, but is not limited to, trade secrets, proprietary information, intellectual property, data and contact management information, information about clients or their competitors, financial compensation models, personal or private information about brand/principal figures, meeting minutes or summaries, work product documentation, internal meetings or events, information about other contractors or employees, and exposure to entities with which Client has contractual relationships. Organization shall not, other than in the scope of services to be provided pursuant to this Agreement and/or an executed Project Agreement, either during the term of this Agreement or at any time thereafter, knowingly and wittingly disclose to any person, firm or corporation, any secret, private, or confidential information or other proprietary knowledge of and concerning the business or affairs of the Client which the Organization acquired in the course of, or as incident to, performance under the terms of this Agreement.
This Section shall not prohibit Organization from disclosing any information pursuant to a court order in criminal, civil, or administrative proceedings. A breach by the Organization may result in an injunction or other injunctive relief in order to prevent or restrain any such breach by the other party or its employees or agents but Client is not entitled to punitive or monetary damages unless such a breach is proven to be willful and with malicious intent.
8. GOVERNING LAW
Organization has team members and projects in various locations, but is currently headquartered in Florida. Organization is not aware of any special rules for Client which would impact this agreement, but Organization will follow the laws of the governing state and will take reasonable steps to ensure that both Client and Organization adhere to the laws and rules of any of the states or regulatory bodies we are operating within.
If a dispute arises from or relates to this contract or the breach thereof, and if the dispute cannot be settled through direct discussions, the parties agree to endeavor first to settle the dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Procedures before resorting to arbitration. The parties further agree that any unresolved controversy or claim arising out of or relating to this contract, or breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
9. COMPLETE AGREEMENT
This Agreement and any executed additional Agreement(s) includes the entire Agreement between the Client and Organization. This Agreement can only be modified by another written and executed Agreement between the parties. The Agreement shall be binding upon both parties and their representative and successors in interest. By signing the Project Agreement, parties agree to the terms and conditions contained within.
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