THIS AGREEMENT, effective as of ___ ______, 2012 ("Effective Date"), is entered into by and between Dealership Services, LLC, (DS) a North Carolina corporation with offices at 1680 Flemingtown Road, Henderson, NC 27537 (DS), and ___________ ____________________0f _____________________ ________________________(Associate)
(A) DS possesses certain valuable technical and strategic information with respect to the design of software, distribution, and billing
Plus proprietary business model implemented by DS.
Party wishes to discuss and exchange unpublished and proprietary and confidential and technical information with respect therto ("CONFIDENTIAL) for the purpose of growing DS.
(B) In order for such discussions and exchanges to be of optimum mutual benefit, it is desirable for each of the Parties to freely disclose Confidential Information; and
(C) The nature of the Parties' businesses requires them to regularly exercise care to treat as confidential their own commercially valuable and secret information and that of other parties with whom they have contractual obligations.
NOW, THEREFORE, the Parties agree as follows:
1. For a period of three (3) years from the date of the last disclosure of Confidential Information, each Party hereby obligates itself to treat as confidential and avoid disclosure to third parties of Confidential Information of the other, in the same manner as it treats its own proprietary and secret information, which in no event shall be less than a reasonable standard of care, and to use the Confidential Information of the other only for pursuing the purpose of this Agreement.
2. Confidential Information may include written and graphic materials, in whatever media contained, whether written, graphic or machine- readable form, and each Party shall endeavor to mark its Confidential Information as "CONFIDENTIAL" or with a similar legend. When disclosed orally or visually observed, Confidential Information shall be identified as "CONFIDENTIAL" at the time of disclosure. Confidential Information shall also include all materials which the receiving Party knows or reasonably should know is confidential. The failure to so mark or identify any Confidential Information shall not in itself constitute a waiver of confidentiality with respect to any Confidential Information.
3. The receiving Party is authorized to disclose Confidential Information to employees, consultants, agents, affiliated companies and attorneys, for pursuing the purpose of this Agreement, provided, that any such employee, consultant, agent, affiliated company or attorney is duly advised that the Confidential Information is subject to an obligation of confidentiality.
4. The receiving Party shall be under no obligation to treat as confidential any information except to the extent that the disclosing Party provides its prior written consent, or it is:
(a) now or hereafter, without fault or act of the receiving Party, published, disclosed in a printed publication or patent, or otherwise known to the public or trade;
(b) already known or available to the receiving Party or an affiliate as of the time of its disclosure to the receiving Party by the disclosing Party as established by documents or records, in whatever media contained, of the receiving Party in existence prior to the date of disclosure by the disclosing Party to the receiving Party and not acquired directly or indirectly from the disclosing Party;
(c) received by the receiving Party or an affiliate in good faith from a third party who is not under any obligation of confidentiality to the disclosing Party or who is in fact free to disclose such to the receiving Party as matter of right;
(d) independently developed by the receiving Party or an affiliate without access to any Confidential Information as documented by clear and convincing evidence; or
(e) disclosed by the receiving Party pursuant to judicial order, a requirement of a governmental agency or by operation of law, provided, however, that the receiving Party gives the disclosing Party timely notice of such order or requirement prior to such disclosure to enable the disclosing Party to seek a protective order or its equivalent.
5. Unless otherwise agreed to by the Parties, the fact of entering into this Agreement and its purposes are Confidential Information.
6. Upon request, any and all materials, in whatever media contained, constituting Confidential Information provided to a receiving Party shall be returned to the disclosing Party along with any and all copies of the same and all other materials derived from or containing any Confidential Information shall be destroyed.
7. Neither this Agreement, nor disclosure or receipt of Confidential Information shall constitute or imply any promise or intention to make any purchase of products or services or any promise or intention to enter into any other business arrangement.
8. Following the exchange of Confidential Information hereunder, the Parties anticipate that any future business relationship contemplated hereunder may involve the development of new products or new product features. In the event that a joint product development effort is undertaken by the Parties, prior to any joint development activities, the Parties will negotiate in good faith and execute a Joint Development Agreement.
9. The receiving Party shall adhere to the U.S. Export Administration Laws and Regulations and shall not export or re- export any technical data or products received from the disclosing Party or the direct product of such technical data to any proscribed country listed in the U.S. Export Administration Regulations unless properly authorized by the U.S. Government.
10. This Agreement shall be construed in accordance with and governed by the laws of the State of North Carolina.
11. No rights under any patent or other intellectual property are created or affected by this Agreement.
12. This Agreement shall automatically terminate one (1) year after the Effective Date. The obligations of confidentiality and restricted use shall survive termination of this Agreement for the period set forth in Paragraph 1.
IN WITNESS WHEREOF, the Parties have executed this Agreement.ASSOCIATE
