FBP Confidentiality Agreement Consultant Template

7/27/2019 FBP Confidentiality Agreement Consultant Template

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CONFIDENTIALITY AGREEMENT

THIS CONFIDENTIALITY AGREEMENT (the “Agreement”) is entered into and

effective as of February 10 2010, between FreebeePay, Inc., a Georgia corporation (“theCorporation”), and Faisal Ahmed (“Consultant”).

W I T N E S S E T H:

WHEREAS, the Corporation is in the business of providing software consulting,managed services, information technology services, and integration services (the “Business”);

WHEREAS, concurrently with the execution of this Agreement, the Corporation andConsultant have entered into that Consulting and Work for Hire Agreement (the “ConsultingAgreement”), date herewith, pursuant to which Consultant shall provide certain services (asdefined in the Consulting Agreement) to the Corporation;

WHEREAS, in order to safeguard the Confidential Information (as defined below) of theCorporation, the Corporation requires, as an express condition of engagement by theCorporation, that Consultant agree to certain covenants and assurances regarding the ownershipof such intellectual property; and

WHEREAS, Consultant desires to accept engagement by the Corporation and receive theShares, and is willing to agree to the restrictive covenants contained in this Agreement.

NOW, THEREFORE, for and in consideration of the covenants and promises set forth in

this Agreement and other good and valuable consideration, the receipt, adequacy and sufficiencyof which are hereby acknowledged, the parties agree as follows:

AGREEMENT

1. Confidential Information.

1.1 Consultant Obligations. Consultant acknowledges that, as a result of hisrelationship with the Corporation, Consultant will use and acquire knowledge of ConfidentialInformation. As a material inducement to the Corporation to enter into the ConsultingAgreement and the Share Agreement, Consultant covenants and agrees to the terms andconditions set forth in this Section.

1.2 Definition. The term “Confidential Information” as used in this Agreement shallmean and include any information, data and know-how relating to the Business or interests of theCorporation or that is disclosed to Consultant by the Corporation or known by him as a result of his relationship with the Corporation and not generally within the public domain (whether constituting a trade secret or not) which has value to the Corporation, actual or potential, fromnot being generally known by others who can obtain economic value from its disclosure or use,

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and which is treated by the Corporation as confidential (whether or not such material or information is marked “confidential”), including without limitation the following:

a) technical information, such as any process, method, formula, technique,machine, algorithm, computer program, software, or engineering, technical or product

specification, and any know-how relating to any of the foregoing, whether owned by theCorporation, utilized by the Corporation under license from a third party, or developed by theCorporation, in each case to the extent that such information is not generally known to the

public;

b) financial information, such as the Corporation’s earnings, assets, debts, prices,fee structures, volumes of purchases or sales or other financial data, whether relating to theCorporation generally or to particular products, services or time periods;

c) marketing information, such as details about ongoing or proposed marketing programs or agreements by or on behalf of the Corporation, marketing forecasts or results of

marketing efforts or information about impending transactions;d) personnel information, such as Consultants’ personal or medical histories,

compensation or other terms of employment, actual or proposed promotions, hirings,resignations, disciplinary actions, terminations or reasons therefor, training methods,

performance, or other Consultant information; and

e) customer information, such as any compilation of past, existing or prospectivecustomers, customer proposals or agreements between customers and the Corporation, status of customer accounts or credit, or related information about actual or prospective customers.

Confidential Information does not include any information which: (i) at the time of disclosure or thereafter is generally available to and/or known by the general public (other than as a result of adisclosure in violation of this Agreement); (ii) was available to Consultant on a non-confidential

basis from a source other than Company, if the source is not and was not bound by aconfidentiality/non-disclosure agreement with Company; or (iii) has been independentlyacquired or developed by Consultant without violating any of the obligations or restrictionsunder this Agreement.

1.3 Nondisclosure of Confidential Information. Except to the extent necessary to perform the Services (as defined in the Consulting Agreement), during the term of hisrelationship with the Corporation and (a) for a period of three (3) years thereafter for Confidential Information that is not a trade secret under Georgia law, or (b) thereafter until suchConfidential Information is no longer a trade secret under Georgia law, with respect toConfidential Information that is considered a trade secret under Georgia law, Consultant will notcopy, reproduce, use, distribute, disclose or otherwise disseminate the Confidential Information,or any physical embodiments thereof, and will in no event take any action causing, or fail to takeany action necessary in order to prevent, any Confidential Information disclosed to or developed

by Consultant to lose its character as or cease to be Confidential Information.

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Consultant will take all reasonable steps to ensure that each reproduction, summary, extract or analysis of any of the Confidential Information will be marked prominently with a legendidentifying it as confidential or proprietary. The rights of the Corporation under this Agreementare in addition to those rights the Corporation has under the common law or applicable statutesfor the protection of trade secrets.

1.4 Return of Materials. Upon the request of the Corporation, and in any event uponthe termination of Consulant’s relationship with the Corporation, Consultant must return to theCorporation and leave at its disposal all memoranda, notes, data, records, drawings, manuals,computer programs, documentation, diskettes, computer tapes, and other documents or media(including all copies of such materials) pertaining to the Business. Consultant must also return tothe Corporation and leave at its disposal all materials containing any Confidential Information.

2. Miscellaneous.

2.1 Survival of Obligations. The covenants in Section 1 of this Agreement shall

survive the termination of Consultant’s relationship with the Corporation, regardless of the causeor other circumstances of such termination.

2.2 Rights and Remedies of the Corporation Upon Breach. Consultant agrees that thecovenants, representations and agreements contained in Section 1 of this Agreement are theessence of this Agreement; that each of such covenants, representations and agreements isreasonable and necessary to protect and preserve the interest, properties and Business of theCorporation; that irreparable loss and damage will be suffered by the Corporation shouldConsultant breach any of such covenants, representations and agreements; that each of suchcovenants, representations and agreements is separate, distinct and severable not only from theother such covenants, representations and agreements but also from the other provisions of thisAgreement; and that the unenforceability of any covenant, representation or agreement, or any

portion thereof, shall not affect the validity or enforceability of any other covenant,representation or agreement, or any portion thereof, or any other provision of this Agreement.

a) If Consultant breaches, or threatens to commit a breach of, any of thecovenants, representations or agreements contained in Section 1 of this Agreement, theCorporation shall have the following rights and remedies, each of which rights and remediesshall be independent of the others and severally enforceable, and all of which shall be in additionto, and not in lieu of, any other rights and remedies available to the Corporation under law or inequity.

b) The Corporation shall have the right and remedy to have the covenants,representations or agreements specifically enforced by the Superior Court of Fulton County,Georgia, including without limitation the right to an entry against Consultant of restrainingorders and injunctions (temporary, preliminary and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants, representations or agreements, it

being acknowledged and agreed that any such breach or threatened breach will cause irreparableinjury to the Corporation; and the right and remedy to require Consultant to account for and payover to the Corporation all compensation, profits, monies, accruals, increments or other benefits

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derived or received by Consultant primarily as a result of any transaction constituting a breach of such covenants, representations or agreements, and Consultant shall account for and pay over such compensation, profits, monies, accruals, increments or other benefits to the Corporation.

c) In the event that the Corporation should seek an injunction under this

Section, Consultant hereby waives any requirement as a condition to temporary relief that theCorporation submit proof of the economic value of any Confidential Information or that theCorporation post a bond or any other security.

d) The existence of any claim, demand, action or cause of action byConsultant against the Corporation, whether predicated upon this Agreement or otherwise, shallnot constitute a defense to the enforcement by the Corporation of any of the provisions of Section 1 of this Agreement or any of its rights hereunder.

e) In the event that the Corporation is successful in any suit or proceeding brought or instituted by it to enforce any of the provisions of this Agreement, or on account of

any damages sustained by the Corporation because of the violation of any of the terms or provisions of this Agreement by Consultant, in addition to all other damages, Consultant agreesto pay to the Corporation its reasonable attorneys’ fees.

2.3 Notices. Any notice required or permitted to be given under this Agreement will be sufficient if given in writing and sent by registered mail to the residence of Consultant or the principal office of the Corporation.

2.4 Entire Agreement. This Agreement (including all exhibits), as amended fromtime to time in accordance with its terms, contains the entire agreement, and supersedes all

prior discussions, understandings and agreements, between the parties with respect to itssubject matter.

2.5 Oral Modification Not Binding. Except as otherwise provided in this Agreement,this Agreement supersedes all prior agreements and understandings between the partiesand may not be changed or terminated orally. No change or attempted waiver of the

provisions of this Agreement shall be binding unless it is in writing and signed by the partyagainst whom the same is sought to be enforced. No representation or inducement byeither party, oral or otherwise, not expressly set forth in this Agreement shall be of anyforce or effect.

2.6 Governing Law. This Agreement is to be governed by and interpreted under thesubstantive laws of the State of Georgia, without regard to conflicts of law principles.

2.7 Further Assurances. From time to time and at any time on or after the executionof this Agreement, without further consideration, each party agrees to execute and deliver such further documents and instruments and take such further actions as may be reasonablynecessary or convenient to effectuate the transactions contemplated by and carry out theintent of this Agreement.

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2.8 Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors, assigns, heirs, and personalrepresentatives.

2.9 Headings; Gender; Number. The headings in this Agreement are inserted for

convenience and identification only and are in no way intended to describe, interpret,define, or limit the scope, extent or intent of this Agreement or any of its provisions. For purposes of this Agreement, when the context so requires, the masculine, feminine andneuter genders may be used interchangeably and the singular may include the plural andvice versa.

2.10 Severability. The invalidity or unenforceability of any provision of thisAgreement shall not affect the other provisions, and this Agreement shall be construed inall respects as if it had not contained the invalid or unenforceable provision.

2.11 Counterparts. This Agreement may be executed in multiple counterparts, each of

which shall be deemed an original but all of which taken together shall constitute one andthe same instrument. Facsimile and electronic executions and deliveries shall have the fullforce and effect of original signatures.

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IN WITNESS WHEREOF, the parties have executed this Agreement under seal,effective as of the date first written above.

CONSULTANT:

Consultant Name

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Documents

FBP Confidentiality Agreement Consultant Template