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Confidentiality Agreement: Recitals
Confidentiality Agreement: Recitals
Confidentiality Agreement: Recitals
RECITALS
A. ISP has expended considerable time, effort and money in the creation and
development of a unique service business which provides various discounts on travel and
lifestyle products and services.
B. Company has expended considerable time, effort and money in the creation and
development of its unique business products and services.
C. ISP and Company desire to enter into preliminary discussions concerning a possible
business or contractual relationship.
D. In order for discussions to progress between the parties, it will be necessary for ISP to
provide confidential information to Company, and for Company to provide confidential
information to ISP, and both parties desire to keep all such information confidential.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties agree as follows.
2. Disclosure of Confidential Information. Both parties may disclose to the other party
and may use such Confidential Information as each reasonably requests solely for the purpose of
evaluating the other party and its affiliated entities in determining whether it is interested in
pursuing a business or contractual relationship with the other party and/or its affiliated entities.
a. Both parties shall keep in confidence and trust all Confidential Information, as it
does its own confidential information, and shall not furnish or disclose such Confidential
Information to any person, including without limitation, to any third parties or any employees of
either party other than specifically those employees designated to review the data by that party.
Either party may require distribution of such Confidential Information to its accountants or its
legal advisors, but the parties agree the Confidential Information shall also be held confidential
by its accountants and attorneys, and agrees to provide them with a copy of this Confidentiality
Agreement and obtain their respective written assent hereto prior to disclosing the Confidential
Information to them.
c. The obligations of the parties stated in the preceding paragraphs of this Section
shall not apply to Confidential Information required to be disclosed by either party by law,
regulation, subpoena, court order or other legal process.
4. Term of Agreement. Unless expressly agreed to by the parties hereto in writing, the
term of this Agreement shall continue and bind the parties hereto for a period of two (2) years
after the date of this Agreement, or the length of the term of any subsequent agreement entered
into between the parties, whichever is longer.
5. Return of Confidential Information. The parties shall return all extra copies,
transcriptions or other reproductions of, and any notes relating to, the Confidential Information
to the disclosing party upon either (i) a determination by either party not to proceed with the
potential business or contractual relationship, or (ii) receipt of a written notice from the
disclosing party requesting return of the Confidential Information.
6. Assignment. Neither party may assign or transfer any of their respective obligations
under this Agreement without the prior written consent of the other party.
7. Remedies. Each of the parties hereto acknowledges and agrees that each party would
be irreparably harmed if any of the Confidential Information were to be disclosed to any person
or entity, or if any use were made of the Confidential Information other than as specified in this
Agreement, and further agree that either party shall have the right to seek and obtain injunctive
relief upon any violation or threatened violation of the terms of this Agreement, in addition to all
other rights and remedies available to either party at law or in equity.
8. Entire Agreement. This Agreement contains the entire agreement between the parties
hereto with respect to matters set forth herein. The Section headings contained in this
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Agreement are for purposes of reference only, and shall not affect the meaning or interpretation
of this Agreement in any way. This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original instrument, but all of such counterparts together shall
constitute but one instrument.
9. Amendments. This Agreement may be amended at any time, provided that any such
amendment is in writing and is signed by each of the parties hereto.
10. Attorneys’ Fees. If any party shall commence any action or proceeding against the
other in order to enforce the provisions of this Agreement, or to recover damages as the result of
the alleged breach of any of the provisions of this Agreement, the prevailing party therein shall
be entitled to recover all costs incurred in connection therewith against the party commencing
such action or the party who has breached this Agreement, as the case may be, including actual
attorneys’ fees.
11. Applicable Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of Utah.
IN WITNESS WHEREOF, the parties execute this Agreement as of the date signed:
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