CLIENT has submitted certain Confidential Information to International Council, Inc, Personnel Services Division ("The DreamMakers") that is proprietary to him and CLIENT is willing to disclose additional Confidential Information to The DreamMakers for the limited purpose, and subject to the terms and conditions set forth in this Agreement.
1. Definitions: Confidential Information. For purposes of this Agreement, the term "Confidential Information" means any and all information, which is disclosed by CLIENT to The DreamMakers verbally, electronically, visually or in a written, or other tangible form, which is either identified or reasonably understood to be confidential or proprietary. Confidential Information includes, but is not limited to CLIENT's identity, telephone numbers, addresses, personal information submitted, specifications of prospective Candidate, profile, proposal, photographs or video information submitted including the fact that CLIENT is working with The DreamMakers and the purposes for which client in working with The DreamMakers.
2. Use of Confidential Information. The DreamMakers agrees that except as expressly required by law, all Confidential Information shall be used exclusively by it, its employees and contractors for the limited purpose of evaluating, considering and participating in the finding of a match of a candidate ("Candidate") with CLIENT. (Such match is covered by a separate agreement). The DreamMakers further agrees that, except as otherwise expressly provided hereunder, The DreamMakers will not (a) disclose Confidential Information to any third party, (b) use or attempt to use Confidential Information in any manner which is competitive with or detrimental to CLIENT, (c) use or attempt to use Confidential Information in any manner to commercially exploit such Confidential Information, and/or (d) use or attempt to use Confidential Information for any purpose other than as permitted hereby, except upon CLIENT's prior consent, which may be given or withheld by CLIENT in his sole discretion. This provision shall survive this Agreement and shall be indefinite in duration. It is anticipated that the foregoing exception would likely be the CLIENT's permission to disclose his identity and circumstances via his profile, proposal, photographs, video etc. to a Candidate. In this event, The DreamMakers shall take reasonable steps to protect such disclosed information from further disclosure by Candidate.
3. Term. This Agreement is effective as of the date of execution and will continue indefinitely.
4. Severability. Each provision of this Agreement shall be severable from each other and, if for any reason any provision is invalid or unenforceable, such invalidity or unenforceability shall not prejudice or in any way affect the validity or enforceability of any other provision of this Agreement. It is intended that any provision, which is invalid or unenforceable as written, be valid and enforceable to the fullest extent possible. In the event that a court of competent jurisdiction would otherwise hold any provision of this Agreement unenforceable by reason of its scope or duration, the provision shall be construed as if its scope or duration had been more narrowly drafted so as not to be invalid or unenforceable.
5. Miscellaneous. This Agreement contains the entire Agreement between the parties regarding non-disclosure of his confidential information, and may be amended only by a written instrument signed by both parties. This Agreement shall be binding upon and inure to the benefit of the successors and permitted assigns of the The DreamMakers and CLIENT. CLIENT's failure to insist on compliance or enforcement of any provision of this Agreement shall not affect its validity or enforceability or constitute a waiver of future enforcement of that provision or of any other provision of this Agreement. The internal laws of The State of Illinois, USA, without regard to provisions regarding conflicts of law, shall govern the validity, construction and performance of this Agreement. This Agreement and the terms and provisions thereof shall be performed and interpreted by the parties in good faith.
In witness of this, CLIENT and the The DreamMakers have executed this Agreement as of the day and year written below:
Dated: ______________________
The CEO of International Council and The DreamMakers is a nationally known attorney, author and former senior executive of a Fortune 25 Corporation. Ethics and confidentiality are at the cornerstone of his values and, accordingly of our values. We have bright line policies, train all personnel very carefully and take strident measures to protect the absolute privacy of you and your dream mate. Before you disclose any information to our company, we will sign non-disclosure agreements that offer optimum protection.
