School Confidentiality Agreement
This School Confidentiality Agreement (the "Agreement") is entered into on [Date] (the "Effective Date"), by and between [Your Company Name], with its principal office located at [Your Company Address] ("School"), and [Individual Name], residing at [Individual Address] ("Recipient").
WHEREAS, School possesses certain confidential and proprietary information that it desires to protect from unauthorized disclosure; and
WHEREAS, Recipient may have access to such confidential information in the course of their relationship with School;
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties agree as follows:
I. Definition of Confidential Information
A. "Confidential Information" means any information disclosed by School to Recipient, either directly or indirectly, in writing, orally, or by inspection of tangible objects, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, but is not limited to, student records, financial information, personnel data, intellectual property, and any other information related to the School's operations that is not publicly available.
B. Confidential Information does not include information that: (i) is or becomes publicly known through no fault of Recipient; (ii) was rightfully known or becomes rightfully known to Recipient without confidential or proprietary restriction from a source other than School; (iii) is independently developed by Recipient without use of or reference to School's Confidential Information; or (iv) is required to be disclosed by law or court order, provided that Recipient gives School prompt written notice of such requirement and cooperates with School in seeking a protective order or other appropriate remedy.
II. Obligations of the Receiving Party
A. Recipient agrees to hold all Confidential Information in strict confidence and to take all reasonable precautions to protect such Confidential Information (including, without limitation, all precautions Recipient employs with respect to its own confidential materials), and agrees not to disclose any such Confidential Information to any third party without the prior written consent of School.
B. Recipient agrees to use Confidential Information solely for the purpose of fulfilling their obligations to School and not for any other purpose whatsoever.
C. Recipient agrees to promptly return all Confidential Information, including all copies thereof, to School upon termination of this Agreement or at School's request, and to certify in writing that all Confidential Information has been returned or destroyed.
III. Terms
A. This Agreement shall commence on the Effective Date and shall continue in effect for a period of [Number] years, unless terminated earlier in accordance with the provisions herein.
B. Either party may terminate this Agreement upon written notice to the other party if the other party breaches any material provision of this Agreement and fails to cure such breach within [Number] days after receiving written notice thereof.
C. Upon termination of this Agreement, Recipient shall promptly return all Confidential Information, including all copies thereof, to School or certify in writing that all such Confidential Information has been destroyed.
IV. Termination
A. School may terminate this Agreement immediately upon written notice to Recipient if Recipient breaches any material provision of this Agreement, including but not limited to the unauthorized disclosure of Confidential Information.
B. Either party may terminate this Agreement without cause upon [Number] days' prior written notice to the other party.
C. Upon termination of this Agreement for any reason, Recipient shall immediately cease all use of Confidential Information and return all Confidential Information to School.
V. Consequences of Breach
A. In the event of any breach of this Agreement by Recipient, School shall be entitled to seek equitable relief, including injunctive relief, in addition to any other rights and remedies it may have at law or in equity.
B. Recipient acknowledges that any unauthorized disclosure or use of Confidential Information may cause irreparable harm to School for which monetary damages may be inadequate, and agrees that School shall be entitled to seek injunctive relief to enforce the terms of this Agreement.
C. Recipient shall indemnify and hold School harmless from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with any breach of this Agreement by Recipient.
VI. Governing Law
A. This Agreement shall be governed by and construed in accordance with the laws of the [State] without regard to its conflict of law principles.
B. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity, or termination, shall be subject to the exclusive jurisdiction of the courts of [State].
C. The prevailing party in any legal action to enforce this Agreement shall be entitled to recover its reasonable attorneys' fees and costs.
Signatures
In witness whereof, the parties hereto have executed this Agreement as of the Effective Date.
School
[Name]
[Date]
Recipient
[Name]
[Date]
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