THIS AGREEMENT (this “Agreement”) is entered into as of the date of signing, by and between Provest Group Inc.,  and: YOU AND/OR YOUR COMPANY

located at: YOUR ADDRESS

  1. Background.  The Parties intend to engage in discussions and negotiations concerning the potential establishment of a mutually beneficial business relationship between them.  In the course of such discussions and negotiations, it is anticipated that each Party will disclose or deliver to the other Party certain Confidential Information (as hereinafter defined).  The Parties have entered into this Agreement in order to protect their respective rights with respect to any such information in accordance with the terms of this Agreement.  As used in this Agreement, the Party disclosing Confidential Information is referred to as the “Disclosing Party” and the Party receiving such Confidential Information is referred to as the “Recipient”.  The term “Disclosing Party” as used in this Agreement shall refer to (i) the Disclosing Party, (ii) its parent, subsidiaries, affiliates and divisions and (iii) the directors, officers, employees or agents of any of these.  The term “Recipient” as used in this Agreement shall refer to (i) the Recipient, (ii) its parent, subsidiaries, affiliates and divisions and (iii) the directors, officers, employees or agents of any of these.
  2. Confidential Information.  All information ascertained by or furnished to the Recipient or the Recipient's representatives, including, without limitation, the Recipient's attorneys, accountants, consultants, financial advisors, and subcontractors (collectively, “representatives”), in writing, orally, visually, electronically or any other means, by the Disclosing Party or any of its respective representatives, and all analyses, compilations, data, studies or other materials (in whatever form or medium, whether documentary, electronic, computer-based or otherwise) prepared by the Recipient or the Recipient’s representatives containing or based in whole or in part on any such furnished information or reflecting the Recipient's review of, or interest in, the Disclosing Party is hereinafter referred to as the “Confidential Information.”  Confidential Information shall include, without limitation, information about the Disclosing Party’s technology, know-how, processes, software, databases, employee information, information about or from either party’s vendors, trade secrets, contracts, proprietary information, historical and projected financial information, business strategies, operating data and organizational and cost structures, product descriptions, pricing information, and customer and consumer information (including without limitation names, addresses, telephone numbers, account numbers, demographic, financial and transactional information or customer lists and nonpublic personal information of consumers as defined by the Gramm-Leach-Bliley Act (Pub. L. 106-102), Section 628 of the Fair Credit Reporting Act,  Section 216 of the Fair and Accurate Credit Transactions Act and any implementing regulations or guidelines (“Customer Information”)), whether received before or after the date hereof.  Customer Information is a subset of Confidential Information.
  3. Disclosure of Confidential Information.  The Recipient shall, and shall instruct its representatives to, hold in confidence and shall not, and shall instruct its representatives not to, disclose to any third party any Confidential Information, in whole or in part, disclosed to it by the Disclosing Party, except as expressly permitted under this Agreement.  The Recipient shall disclose Confidential Information of the Disclosing Party only to its employees, directors, officers, agents, affiliates, parent, subsidiaries, divisions and representatives who have a need to know such Confidential Information in the course of the performance of their duties and who are legally bound to protect the confidentiality of such Confidential Information; in the case of such consultants, the Recipient shall obtain their acknowledgment of the existence of this Agreement.  To the extent that material non-public information is disclosed, Recipient agrees that it will comply with SEC Regulation FD (Fair Disclosure) and refrain from trading in the stock of Disclosing Party until that material non-public information is publicly disseminated.
  4. Protection and Non-Use of Confidential Information.  The Recipient shall, and shall direct its representatives to, protect the Confidential Information of the other Party by using the same degree of care, but not less than a reasonable degree of care, to prevent the dissemination, publication of, or access to, the Disclosing Party’s Confidential Information as it uses to protect its own Confidential Information.  Confidential Information may be disclosed visually, orally or in writing.  The Recipient shall not (i) use any of the Disclosing Party’s Confidential Information except for evaluating the potential relationships referred to in Section 1 above or (ii) take any other action with respect to the Disclosing Party’s Confidential Information inconsistent with the confidential and proprietary nature of such information.  In addition to the foregoing, the Recipient shall have appropriate policies and procedures to (a) protect the security and confidentiality of the Confidential Information, (b) protect against any anticipated threats or hazards to the security or integrity of such Confidential Information, (c) protect against unauthorized access to or use of such Confidential Information that could result in harm or inconvenience to any party or the customers of any party and (d) ensure the proper disposal of such Confidential Information as may be required by applicable law.  The Recipient will promptly notify the Disclosing Party of any unauthorized access to, disclosure of or use of the Confidential Information of which they have knowledge.
  5. Property Rights in Confidential Information.  Confidential Information will remain the exclusive property of the Disclosing Party notwithstanding disclosure hereunder.  Disclosure of Confidential Information hereunder shall not be deemed to constitute a grant, by implication or otherwise, of a right or license to the Confidential Information or in any patents or patent applications of the Disclosing Party.  Nothing contained in this Agreement and no disclosure of Confidential Information hereunder by the Disclosing Party shall be construed as granting to or conferring on the Recipient any rights, by license or otherwise, for any invention, discovery or improvement made, conceived or acquired by the Disclosing Party prior to or after the date hereof.  No patent application that may hereafter be made, and no claim to any trade secret or other protection, shall be prejudiced by any disclosure made hereunder.  
  6. Limitation on Obligations.  The obligations of the Recipient specified in Sections 3 and 4 above shall not apply to any Confidential Information which:
  1. is otherwise in the public domain at the time of disclosure, or becomes publicly known, in each case, through no breach of this Agreement by the Recipient, provided, however, that information shall not be disqualified as Confidential Information (i) merely because it is embraced by more general or generic information which is in the public domain or available from a third party, or (ii) if it can only be reconstructed from information taken from multiple sources, none of which individually shows the whole combination (with matching degree of specificity), its principle of operation and/or the relevant use or method of use, as applicable;
  2. was known by the Recipient prior to its disclosure or becomes known to the Recipient through disclosure by sources other than the Disclosing Party having the rights to disclose such Confidential Information;
  3. is generally disclosed to third parties by the Disclosing Party without similar restriction on such third parties;
  4. is approved for release by written authorization of an authorized officer of the Disclosing Party; or
  5. is independently developed by the Recipient without any exposure whatsoever to Confidential Information.
  1. Return of Documents.  Each Party shall, upon the written request of the other Party, destroy or return to the Disclosing Party all Confidential Information from the Disclosing Party received by the Recipient pursuant to this Agreement (and all copies and reproductions thereof), and to destroy all copies of analyses, compilations, studies or other documents prepared by it or for its use containing or reflecting Confidential Information, except that one (1) copy thereof may be retained by the Party’s attorneys (who execute an agreement substantially similar to this Agreement) solely for the purpose of determining the extent of its obligations hereunder.

8.        Required Disclosures.  If the Recipient is confronted with legal action requiring disclosure of Confidential Information received under this Agreement, the Recipient shall promptly notify the Disclosing Party (unless prohibited by law), and reasonably assist the Disclosing Party in obtaining a protective order requiring that any portion of the Confidential Information required to be disclosed be accessed and used only for the purpose for which a court issues an order, or for such other purposes as required by law.

9.        Term of Confidentiality Obligations.  The confidentiality obligations and restrictions imposed by this Agreement shall commence at the time of initial disclosure of any Confidential Information to the Recipient and continue for three years, notwithstanding the return of the Confidential Information to the Disclosing Party.  If this Agreement is terminated for any reason, all obligations relating to the use or disclosure of Confidential Information shall survive its termination.

  1. General.
  1. By executing this Agreement, the Disclosing Party does not make any representations or warranties as to the accuracy or completeness of the Confidential Information provided to the Recipient.
  2. This Agreement and a Party’s rights, duties and obligations under this Agreement are not transferable or assignable by that Party without the express prior written consent of the other.  Any attempt to transfer or assign this Agreement or any of the rights, duties or obligations under this Agreement without such consent is void.
  3. This Agreement can only be modified by a written agreement duly signed by the persons authorized to sign agreements on behalf of the Parties hereto, and variance from the terms or conditions of this Agreement will be of no effect.
  4. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not be affected or be impaired thereby.
  5. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Connecticut, without regard to its choice of law provisions.
  6. This Agreement is the complete and exclusive statement of the agreement between the Parties as to the subject matter hereof and supersedes all communications between the Parties related to the subject matter of this Agreement.  Notwithstanding the foregoing, all rights and obligations of the Parties under previously executed agreements related to the subject matter of this agreement shall remain in effect for perpetuity with respect to confidential information disclosed under such previous agreements.
  7. A waiver of a breach or default under this Agreement shall not be a waiver of any other or subsequent breach or default.  The failure or delay in enforcing compliance with any term or condition of this Agreement shall not constitute a waiver of such term or condition unless such term or condition is expressly waived in writing.
  8. In the event of a breach or threatened breach by a Party (the “Breaching Party”) of any of the provisions of this Agreement, the other Party, in addition to any other remedies available to it under law, shall be entitled to seek an injunction restraining the Breaching Party from the performance of acts which constitute a breach of this Agreement.
  9. This Agreement shall benefit and be binding upon the Parties hereto and their respective successors and permitted assigns.
  10. This Agreement is not intended to constitute, create, or give effect to or otherwise recognize a joint venture, partnership or other form of business organization of any kind and the rights and obligations of the Parties shall be only those expressly set forth herein.

[Signature located on the following page]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective the day and year first above written.