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CLIENT NON-DISCLOSURE AGREEMENT

This Client Non-Disclosure Agreement (“Agreement”) is entered into between EDS Holdco, LLC d/b/a Emergency Disaster Services (“EDS”) and the accepting party (“Client”).

For purposes of this Agreement, EDS and Client are collectively referred to as “Parties.”

The following terms and conditions shall govern the disclosure of information between the Parties during the term of this Agreement.

  1. BACKGROUND: The Parties intend to exchange certain business, technical, financial and/or other non-public or proprietary information relating to emergency disaster service work. The Parties’ exchange of information may include, but is not limited to, their respective capabilities and experience, proposals, strategies, objectives and other such information as may be necessary to make a reasonable business judgment whether to pursue a transaction or other business relationship.
  2. PURPOSE: The purpose of this Agreement is to set forth the rights and obligations of the Parties with respect to the exchange and disclosure of Confidential Information (defined below) which may be disclosed by EDS in their meetings, discussions, and/or proposals.
  3. DEFINITIONS:
    1. “Confidential Information” shall mean:
    2. All written, electronic, oral, visual or intangible information disclosed during the term of this Agreement concerning EDS and/or the EDS offices work product, proprietary information, services, equipment, technology, business, finances, strategy, customers, end-users, employees or personnel, excluding, however, any information that: (i) was known by Client prior to disclosure hereunder, (ii) is independently developed by Client, (iii) is or becomes publicly available without breach of this Agreement, (iv) is rightfully received by Client from a third party without accompanying confidentiality obligations, or (v) is released for disclosure by EDS with its written consent; and
    3. Personal information
      1. “Personal Information” shall mean all written, electronic, oral, visual or intangible information disclosed during the term of this Agreement that identifies or may be used to identify any individuals who are customers, end-users, employees or personnel of EDS and/or its Subsidiaries, including, but not limited to, name, address, telephone number, e-mail address, account number and transaction history.
  4. TREATMENT OF CONFIDENTIAL INFORMATION:
    1. Client shall: (i) not disclose Confidential Information to third parties, (ii) hold Confidential Information in trust and confidence for EDS, (iii) use Confidential Information only for the benefit of EDS, (iv) limit disclosure of Confidential Information to Client’s employees and contract personnel with a need to know to further the business relationship between the Parties, (v) not copy or reproduce Confidential Information without EDS’s express permission, (vi) store Confidential Information in a secure location at all times, and (vii) segregate Confidential Information from the materials of others. Client will immediately notify EDS in writing in the event of any disclosure or loss of Confidential Information.
    2. Upon the written request of EDS, Client agrees to promptly return or destroy EDS’ confidential information, in whatever form, without retaining any copies, excerpts thereof, provided, however, that Client’s counsel may retain one copy for archival purposes.
    3. Disclosure of Confidential Information by Client shall not be precluded if such disclosure is: (i) in response to a valid order of a court or other governmental agency having appropriate jurisdiction, provided that EDS is given notice of and opportunity to oppose or limit such order, (ii) otherwise required by law, (iii) necessary to establish rights under this Agreement, or (iv) necessary to facilitate the issuance of approvals from governmental or other regulatory agencies.
    4. Client shall comply with all applicable laws, regulations, and ordinances.
  5. TERM OF AGREEMENT:
    1. The term during which Confidential Information may be disclosed hereunder shall commence upon Client’s acceptance of this Agreement and shall continue for a period of one (1) year. The Agreement will automatically renew for another one (1) year term if not terminated by either Party.
    2. Either Party may terminate this Agreement upon thirty (30) days written notice to the other Party. Termination, however, shall not affect the rights and obligations arising under this Agreement with respect to Confidential Information disclosed prior to termination, including without limitation, the confidentiality restriction of use period set forth in Section 6.
    3. With respect to any Confidential Information disclosed during the term of this Agreement, all of the rights and obligations set forth herein shall survive and continue pursuant to Section 6 after any termination and shall bind the Parties and their legal representatives, successors and assigns.
  6. TERM OF RESTRICTION OF USE: As between the Parties, the foregoing restrictions as to the disclosure and use of Confidential Information shall expire three (3) years from the date of each disclosure of Confidential Information by EDS during the term of this Agreement.
  7. REMEDIES: Each Party acknowledges that the unauthorized use or disclosure of EDS’s Confidential Information shall constitute a breach of this Agreement and may result in immediate and irreparable harm to EDS. EDS will be entitled to seek injunctive relief, in addition to any other legal or equitable remedies that may be available, including recovery of its attorney’s fees and expenses.
  8. NOTICES: All notices under this Agreement shall be provided in writing to the contact information designated by the Parties in connection with their business relationship.
  9. MISCELLANEOUS:
    1. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and shall supersede all previous or contemporaneous communications, representations, understandings, and agreements, either oral or written, between the Parties or any officials or representatives This Agreement may not be changed or modified except by a written agreement accepted by the Parties hereto or by their successors in interest and specifically referencing this Agreement.
    2. Should any provision of this Agreement be found by a court of appropriate jurisdiction to violate any law or regulation, such provision may be amended by such Court to conform to such law or regulation or if it cannot be amended, it may be stricken from this Agreement without affecting the validity of the remaining provisions.
    3. Nothing in this Agreement shall obligate either Party to enter into or conclude any business relationship with the other If the Parties desire to enter into a business obligation, the Parties will affect a legally binding agreement with respect to any such obligation.
    4. Client shall not assign any of its rights or privileges hereunder without the prior written consent of EDS.
    5. The Parties agree that this Agreement is governed by Kentucky law and that any legal action or proceeding arising out of this Agreement shall be brought in the Courts of the Commonwealth of Kentucky.
    6. This Agreement may be accepted electronically and in counterparts, each of which shall be deemed an original, and all of which together shall be deemed to be one and the same instrument. Electronic acceptance shall be deemed to have the same legal effect as a handwritten signature.

 

ACCEPTANCE: By clicking “I Agree” or otherwise indicating acceptance electronically, you agree to be legally bound by this Agreement and acknowledge that this constitutes an electronic signature under applicable law, including the ESIGN Act and UETA. You represent that you have the authority to enter into this Agreement on behalf of Client.