The staff of LEDC is to uphold and enforce the Confidentiality Statement of Policy adopted by the LEDC Board of Directors. Severe disciplinary action, up to and including discharge, may be taken if the confidentiality policy is violated.
The Confidentiality Statement of Policy reads:
The Board of Directors of LEDC, as a matter of policy, supports and protects the need for staff to maintain the highest ethical standards in professional relationships; to uphold professional membership codes, and to advance the best civic and economic interest in the area.
Diversified businesses, industries, organizations and other agencies working with, or associated with the President & CEO or staff may therefore be assured that LEDC recognizes that all matters of a confidential nature brought to the attention of the President & CEO or staff, are treated personally and professionally.
Such matters do not, therefore, become subject for disclosure to any other party.
These confidential relationships include, but are in no way limited to:
1. Any local businesses or industries which the staff is assisting.
2. Any person or organization providing confidential information or financial data to the staff for exclusive use. All financial information will be returned to the person or organization after use.
3. Any new business/industry prospect which the staff has attracted to investigate a location in Lenawee County.
4. Any business or industry referred to the staff by any governmental unit or other agency.
5. The protection of confidentiality of any other agencies, business matters or activities, which, in the professional judgment of the President & CEO, requires confidence on his/her part, or that of his/her staff.
Sample Non-disclosure agreement:
Whereas, the Company and the LEDC desire to explore a possible relationship pursuant to which each party, including any of its companies, subsidiaries or affiliates or any director, member, manager, partner, officer, employee, partner, consultant, contractor, attorney, accountant, agent or advisor of such party (collectively, "Representatives"), may disclose (the "Disclosing Party") certain Confidential Information (as defined below) to the other party (the "Receiving Party");
Whereas, both parties desire to protect the confidentiality and proprietary nature of any Confidential Information that may be disclosed pursuant to this Agreement, including pursuant to any relationship that might be established between the parties; and
Whereas, the parties desire to set forth certain terms, provisions and restrictions with respect to the disclosure of Confidential Information between the parties.
Now, Therefore, in consideration of the foregoing recitals and the mutual agreements and covenants set forth herein, the parties hereto hereby agree as follows:
1. Confidential Information. As used in this Agreement, the term "Confidential Information" shall mean any information disclosed by the Disclosing Party to the Receiving Party, whether transmitted in oral, written or graphical form or obtained by observation or otherwise during facility visits, including, without limitation, all method or commercial data, information or know-how, including, without limitation, that relating to research, development, distribution or marketing any product or service of the Disclosing Party, all client lists, trade secrets, intellectual property, models, prototypes or samples and all information regarding business plans, product lines, methods of business operation and the general business operations and financial information regarding the Disclosing Party, together with any analyses, compilations, studies or other documents or records prepared by the Receiving Party or any of its Representatives pertaining to such information.
2. Disclosure of Confidential Information. To the extent practical, Confidential Information shall be disclosed in documentary or tangible form and shall be clearly marked as confidential or proprietary or otherwise subject to the provisions of this Agreement. In addition, the existence and terms of this Agreement, and the fact and substance of the parties' discussions and correspondence concerning a relationship, if any, shall not be disclosed by either party without the prior written consent of the other party.
3. Treatment of Confidential Information. With respect to Confidential Information disclosed under this Agreement, both parties shall (subject to the provisions of Section 5 below):
1. use the Confidential Information solely for the purposes of evaluating a potential relationship between the parties or, if any relationship is entered into between the parties, use the Confidential Information solely for accomplishing the purposes of such relationship and reproduce the Confidential Information only to the extent necessary for such purposes;
2. disclose the Confidential Information to its responsible Representatives, but only to the extent necessary to carry out the limited purpose of the disclosure pursuant to this Agreement; and
3. hold the Confidential Information in confidence, restrict disclosure of the Confidential Information solely to those Representatives with a need to know the Confidential Information and not disclose, transfer or offer to disclose or transfer any Confidential Information to any other person or entity, other than such Representatives, without the prior written consent of the Disclosing Party.
4. Notice of Misappropriation. The Receiving Party will promptly inform the Disclosing Party in writing of any misappropriations, unauthorized use, or disclosure of the Confidential Information in violation of this Agreement that may come to the Receiving Party's attention.
5. Return of Confidential Information. The Confidential Information, including without limitation, any and all samples, shall be deemed the property of the Disclosing Party and the Receiving Party will return or destroy, in the discretion of the Disclosing Party, all Confidential Information received in tangible form immediately upon request. Any Confidential Information not so returned or destroyed will remain subject to this Agreement.
6. Term. This Agreement shall commence on the date of execution by both parties as indicated above and shall expire one (1) years after the date on which the Receiving Party returns the Confidential Information as provided in Section 5 above.
7. Nonconfidential Information. The Receiving Party shall have no obligation to preserve the confidential and proprietary nature of any Confidential Information that:
1. was previously known to the Receiving Party, as can be documented, free of any obligation to keep confidential and free of any restriction on use or disclosure;
2. is or becomes generally known to the public other than as a result of disclosure by the Receiving Party or its Representatives;
3. is or becomes available to the Receiving Party on a nonconfidential basis from a source other than the Disclosing Party or its Representatives, provided that such source is not bound by any contractual, legal or fiduciary obligations prohibiting the disclosure or transfer of the Confidential Information; or
4. it is compelled to disclose by lawful process (whether by interrogatories, requests for information or documents, subpoena, civil investigative demands or other process) to disclose any Confidential Information, the Receiving Party will provide the Disclosing Party with prompt written notice of any such demand (but in no event later than ten (10) days following the Receiving Party's receipt of the demand) so that the Disclosing Party may seek a protective order or other appropriate remedy or waive compliance with the provisions of this Agreement.
If, following the entry of a protective order or other appropriate remedy or the receipt of a waiver hereunder, the Receiving Party is, in the opinion of its outside legal counsel, legally required to disclose the Confidential Information, the Receiving Party may disclose that portion of the Confidential Information which its outside legal counsel advises that it is legally required to disclose and the Receiving Party will use its best efforts to obtain assurance that confidential treatment will be accorded to that portion of the Confidential Information which is being disclosed. In no event will the Receiving Party oppose action by the Disclosing Party to obtain a protective order or other appropriate remedy or reliable assurance that confidential treatment will be accorded to the Confidential Information.
8. No Rights Granted. Nothing in this Agreement is intended to grant any rights, whether by license or otherwise, in any Confidential Information disclosed or under any trademark, patent, trade secret or other intellectual property of either party. Nothing herein shall be construed as representing any commitment by either party to enter into any additional agreement, by implication or otherwise.
9. No Warranties. Each party acknowledges that any Confidential Information is being provided without any representation or warranty, express or implied, as to the accuracy or completeness of the Confidential Information and each party agrees to assume full responsibility for all conclusions it may derive from the Confidential Information, absent any agreement between the parties to the contrary. The Disclosing Party will have no duty to update any Confidential Information.
10. Attorneys' Fees. If either party brings an action to enforce the provisions of this Agreement, the prevailing party shall be entitled to its reasonable attorneys' fees and court costs.
11. Governing Law. This Agreement shall be governed by and construed under the laws of the State of Michigan.
12. Assignment. This Agreement shall not be assignable or transferable by either party without the written consent of the other party.
13. Amendment. No amendment or modification relating in any manner to this Agreement shall be effective unless executed in writing and signed by both parties.
14. Entire Agreement. This Agreement shall constitute the entire agreement between the parties as it relates to the subject matter contained herein and supersedes any prior agreement or understanding between the parties relating hereto. This Agreement shall only be modified by written document signed by both parties.
15. Severability. If any provision of this Agreement is deemed invalid or unenforceable by a court of competent jurisdiction, such invalidity or unenforceability shall not affect or limit the validity or enforceability of any other provision hereof.
16. No Publicity. Each party agrees not to use any name, trademark, servicemark or logo of the other party in any publicity, advertising or information that is disseminated to the general public without the prior written approval of such other party.
17. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.
Follow Us On