CONFIDENTIALITY AGREEMENT
CONFIDENTIALITY AGREEMENT
This Confidentiality Agreement ("Agreement") is made and entered into as of [DATE] by and between Greater Orlando PFLAG, Inc., a Florida nonprofit corporation ("Disclosing Party"), and [INDIVIDUAL OR COMPANY], an individual or company ("Receiving Party").
Purpose of Agreement: The Disclosing Party may disclose to the Receiving Party certain proprietary, payment card industry (PCI) data, and personally identifiable information (PII) ("Confidential Information"). The Receiving Party wishes to review, analyze, and evaluate the Confidential Information for the purpose of [PURPOSE OF EVALUATION]. The Receiving Party agrees to hold the Confidential Information in strict confidence and to use the Confidential Information only for the Purpose.
Definition of Confidential Information: For purposes of this Agreement, "Confidential Information" shall include all information or material that has or could have commercial value or other utility in the business in which Disclosing Party is engaged. If Confidential Information is in written form, the Disclosing Party shall label or stamp the materials with the word "Confidential" or some similar warning. If Confidential Information is transmitted orally, the Disclosing Party shall promptly issue writing indicating that such oral communication constituted Confidential Information.
Exclusions from Confidential Information: Receiving Party's obligations under this Agreement do not extend to information that: (a) is publicly known at the time of disclosure or subsequently becomes publicly known through no fault of the Receiving Party; (b) was in the possession of the Receiving Party at the time of disclosure, as shown by the Receiving Party's records; (c) is obtained by the Receiving Party from a third party without a breach of such third party's obligations of confidentiality; or (d) is independently developed by the Receiving Party without the use of or reference to the Confidential Information.
Obligations of Receiving Party: Receiving Party shall hold and maintain the Confidential Information in the strictest confidence for the sole and exclusive benefit of the Disclosing Party. Receiving Party shall carefully restrict access to Confidential Information to employees, contractors, and third parties as is required to fulfill the Purpose. Receiving Party shall require those persons to sign a nondisclosure restriction at least as protective as those in this Agreement and shall bear the sole responsibility for any breach of this Agreement by those persons. Receiving Party shall not, without the express written approval of Disclosing Party, use for Receiving Party's benefit, publish, copy, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of Disclosing Party, any Confidential Information. Receiving Party shall not reverse engineer or disassemble any prototypes, software, or other tangible objects that embody the Confidential Information. Receiving Party shall return to Disclosing Party any records, notes, and other written, printed, or tangible materials in its possession pertaining to Confidential Information immediately if Disclosing Party requests it. Receiving Party shall not copy or reproduce any Confidential Information except as reasonably required for the Purpose. Receiving Party shall promptly advise Disclosing Party in writing of any misuse or misappropriation of Confidential Information of which it becomes aware.
Relationship of Parties: Nothing contained in this Agreement shall be deemed to constitute either party a partner, joint venture, or employee of the other party for any purpose.
