WHEREAS, Client will be revealing various trade secrets to Contractor, including; and
WHEREAS, Client wishes to protect these trade secrets for at least a period of twelve months; and
WHEREAS, Client's business would be substantially harmed by competitors knowing Client's trade secrets; and
WHEREAS, it would be difficult to determine whether or not Contractor has provided this information to a competitor of Client.
A. PROTECTION OF TRADE SECRET AGREEMENT
B. NON-SOLICITATION AGREEMENT
C. CONFIDENTIALITY AGREEMENT
1. Contractor hereby acknowledges and agrees that certain items of information currently in Contractor's possession or later to come into Contractor's possession presently constitute or shall constitute in the future valuable trade secrets or proprietary business information of Client. Such items of information, which are hereinafter collectively referred to as the "Confidential Information," shall include, but is not limited to the following:
(ii) All customer lists, accounting, costs, sales, prospect lists, pending sales lists, vendor pricing, vendor names, profit margins, sales and marketing techniques and other information relating to Client's business.
(iii) All other information of any type or description whatever which is protected by law as a trade secret or as proprietary information of Client, or which has been designated to Contractor either orally or in writing as a trade secret or proprietary information of Client. For purposes of the foregoing sentence, "trade secret" shall include, without limitation, any formula, device, or compilation of information not generally known in the industry which Client uses in its business and which gives Client an opportunity to obtain an advantage over competitors who do not know it.
All of the foregoing information shall be deemed "Confidential Information" until such time as it becomes generally known in the industry by means other than improper disclosures or other improper action or inaction made by Contractor.
2. Contractor shall not, directly or indirectly, either during the term of its contractual relationship with Client or thereafter, disclose or use the Confidential Information other than in the business of or as directed by, Client without the prior written consent of Client.
3. Contractor shall at all times and forever safeguard and protect all of the Confidential Information to prevent its being exposed to, or taken by, unauthorized persons, and when entrusted to Contractor will exercise its best efforts to assure its safekeeping.
4. Contractor will deliver to Client immediately upon the voluntary or involuntary termination of its services to Client, all confidential information which is recorded or fixed in any medium whatsoever, including without limitation printed or typed materials, personal notes, reproductions, computer tapes, disks, and programs, tape recordings, and photographs. Contractor hereby stipulates and agrees that Client's obligation to deliver any final payment shall be contingent upon Contractor returning all of the foregoing items to Client and Contractor's execution of a declaration stating that all such items have been returned.
5. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any way.
6. This Agreement does not bind Contractor to any specific term of rendering services to Client or to any specific term of using its services. However, the parties recognize that they may also enter into other Agreements that may provide for a specific term of rendering services.
7. The provisions of this Agreement shall inure to the benefit of and are binding on Contractor's heirs, personal representatives, successors, and assigns, and the successors and assigns of Client.
8. This Agreement and any question concerning its validity, construction, or performance shall be governed by the laws of the State of California, irrespective of the place of execution or the place or places of performance.