Partner Agreement

Non-Disclosure Agreement

This Confidentiality Agreement (the “Agreement”) is entered into as of [TODAYS DATE] by and between Enhanced Surveillance Protection, LLC (d/b/a ESP®), a limited liability company organized and existing under the laws of [WI] (“Owner”), and you and the company you represent (“Recipient”).

  1. Confidential Information. Owner proposes to disclose certain of its confidential and proprietary information (the “Confidential Information”) to Recipient. Confidential Information shall include all pricing, data, materials, products, technology, computer programs, specifications, manuals, business plans, software, marketing plans, business plans, financial information, customer list, customer contacts and other information disclosed or submitted, orally, in writing, or by any other media, to Recipient by Owner. Confidential Information disclosed orally shall be identified as such within five (5) days of disclosure. Nothing herein shall require Owner to disclose any of its information.
  2. Recipient’s Obligations.
    A. Recipient agrees that the Confidential Information is to be considered confidential and proprietary to Owner and Recipient shall hold the same in confidence, shall not use the Confidential Information other than for the purposes of its business with Owner, and shall disclose it only to its officers, directors, or employees with a specific need to know. Recipient will not disclose, publish, or otherwise reveal any of the Confidential Information received from Owner to any other party whatsoever except with the specific prior written authorization of Owner.
  3. Confidential Information furnished in tangible form shall not be duplicated by Recipient except for purposes of this Agreement. Upon the request of Owner, Recipient shall return all Confidential Information received in written or tangible form, including copies, or reproductions or other media containing such Confidential Information, within ten (10) days of such request. At Recipient’s option, any documents or other media developed by the Recipient containing Confidential Information may be destroyed by Recipient. Recipient shall provide a written certificate to Owner regarding destruction within ten (10) days thereafter.
  4. Neither party shall be liable to the other in any manner whatsoever for any decisions, obligations, costs or expenses incurred, changes in business practices, plans, organization, products, services, or otherwise, based on either party’s decision to use or rely on any information exchanged under this Agreement.
  5. Other Information. Recipient shall have no obligation under this Agreement with respect to Confidential Information which is or becomes publicly available without breach of this Agreement by Recipient; is rightfully received by Recipient without obligations of confidentiality; or is developed by Recipient without breach of this Agreement; provided, however, such Confidential Information shall not be disclosed until thirty (30) days after written notice of intent to disclose is given to Owner along with the asserted grounds for disclosure.
  6. No Publicity. Recipient agrees not to disclose its participation in this undertaking, the existence or terms and conditions of the Agreement, or the fact that discussions are being held with Owner.
  7. Governing Law and Equitable Relief. This Agreement shall be governed and construed in accordance with the laws of the United States and the State of Wisconsin and Recipient consents to the exclusive jurisdiction of the state courts and U.S. federal courts located there for any dispute arising out of this Agreement. Recipient agrees that in the event of any breach or threatened breach by Recipient, Owner may obtain, in addition to any other legal remedies which may be available, such equitable relief as may be necessary to protect Owner against any such breach or threatened breach.
  8. No Assignment. Recipient may not assign this Agreement or any interests herein without Owner’s express prior written consent.

 Miscellaneous:

(a) This Agreement may not be modified except by written agreement signed by each of the parties hereto.

(b) This Agreement shall in no event be construed as a third-party beneficiary contract and is not intended for the benefit of any person or company whomsoever except the parties hereto.

(c) No waiver by one party of a breach or default by the other party shall be deemed to be a waiver of any preceding, continuing, or succeeding breach of the same or any other provision of this Agreement.

(d) Each party acknowledges that no representation or warranty not expressly set forth in this Agreement has been made or relied upon by the other party, it being agreed that this Agreement constitutes the entire Agreement of the parties regarding the subject matter hereof and supersedes all prior Agreements with respect thereto.