This Confidentiality Agreement (“Agreement”) is made and entered into today, by and between your company, organized and existing under the laws of your headquartered State with branch offices listed below (“Member”) and Federated Electrical Contractors, Inc., a Missouri non-profit corporation (“FEC”), PO Box 39, Pelican Lake, WI 54463, as agent for its members and not for its own benefit or for itself. Member and FEC have executed this Agreement for the uses and purposes as hereinafter described.
The intent of this Agreement is to fulfill the purpose of FEC as described in the By-Laws and provide incentives to FEC Members to make disclosures of Confidential Information among FEC Members by establishing agreed upon contract terms providing assurance that such Confidential Information will be treated as such. Any rights, responsibilities, obligations and liabilities under this Agreement shall insure to the benefit of the FEC Members who elect to disclose their Confidential Information to other FEC Members.
Member hereby acknowledges and agrees that it has had access to and/or will have access to certain confidential and/or proprietary information concerning other FEC Members.
“Confidential Information” shall mean any and all data, information or material which has been released or produced by one or more FEC Members regarding any aspect of one or more Members’ past or present financial status or condition. Including but not limited to the annual financial survey, information, which is regarded (or should be regarded) as confidential and/or proprietary by Member or FEC Members or which is otherwise material to the business operations of the FEC Members releasing or producing such information. Such information includes, without limitation, formulas, compositions, processes, inventions, concepts, ideas, products, product designs, business records, accounts, costs, supply information, computer programs, licenses, copyrights, know-how, techniques, specifications, testing, methods and techniques, marketing/sales strategies, promotions, any and all forms, drawings, photos, designs, specifications, formulations, flow-sheets, sketches, descriptions, data, samples, intellectual property rights of any kind, whether or not patentable or copyrightable, and other tangible materials, as well as any and all observations, oral disclosures or any other information (in whatever form) which may be perceived, reproduced, transmitted or communicated.
Therefore, the parties agree as follows:
- To hold in confidence and not publish or disclose the Confidential Financial Information, in any manner or form, to any outside person or entity.
- Maintain, preserve and protect the Confidential Information of other FEC Members from unauthorized dissemination, and use the degree of precaution and care that such Member would use to protect its own Confidential Information.
- FEC Member Representative and/or Alternate Representative are responsible to inform any Employee or Member guest in attendance at any FEC meeting, including but not limited to, Sub-Groups, Peer Groups and Special Meetings of any kind, where confidential information is shared that they are also bound by this agreement.
- Any Member who violates this agreement will be held directly liable for all damages suffered by any and all Members as a result of the disclosure to outside parties.
- Any Member who violates this agreement will be subject to Expulsion from FEC in accordance with the By-Laws.
It is expressly understood and agreed that FEC is entering into this Agreement with Member as agent for and for the benefit of all FEC Members, and not for the benefit of FEC. Member agrees and acknowledges that Member shall defend, indemnify and hold FEC harmless against any and all loss, liability, damage, claim, costs and/or expense of any nature whatsoever, including attorneys’ fees, in connection with any action or claim against FEC arising under this Agreement to the extent Member’s involvement or participation in the transaction(s) giving rise to the claim against FEC.
Frank Holleran
President
