confidentiality agreement
this confidentiality agreement, dated as of ______, is made by and between "______" and The Elco Corporation, an Ohio corporation, with respect to the disclosure by ______, The Elco Corporation or an affiliate thereof (______and its affiliates are referred to herein as the "______Group") (The Elco Corporation and its affiliates are referred to herein as the "Elco Group") of certain confidential information. Such information is to be disclosed for the sole purpose of permitting each Company to conduct business in connection with a possible business relationship between the ______Group and the Elco Group.
1. Any agreements, financial information, reports, forecasts, analyses, compilations, statistics, summaries, studies and other materials or information, or any materials based thereon, whether written or oral, concerning the ______Group, the Elco Group or the possible business relationship (collectively, the "Information") furnished directly or indirectly by the ______Group, the Elco Group or such entity to the Companies or any directors, officers, employees, agents, attorneys, accountants, advisors, affiliates and other representatives and potential financing sources of the Companies (collectively, "Representatives"), shall be kept confidential and shall not, without ______'s or Elco's express prior written consent, be disclosed by the Companies or any Representative in any manner whatsoever (including the Company's past, present, or future employees), in whole or in part, and shall not be used by the Companies or any Representative other than in connection with the evaluation referred to above. Each Company agrees to reveal the information only to Representatives who need to know the Information for the purpose of conducting the evaluation referred to above, who are informed by the Companies of the confidential nature of the Information and who shall agree to act in accordance with the terms and conditions of this Agreement. Each Company shall be responsible for any breach of this Agreement by Representatives. Each Company agrees to take all reasonable precautions necessary to safeguard the Information from disclosure to any person or entity other than Representatives.
2. Without ______or Elco's prior written consent, neither Company nor any Representatives shall disclose to any person or entity the fact that the Information has been made available, the existence of discussions concerning the possible business relationship, or any of the terms, conditions, or other facts with respect to any such possible business relationship including the status thereof.
3. The term Information shall not include such portions of the Information which (i) are or become generally available to the public other than as a result of disclosure thereof by either Company or any Representative, or (ii) become available to either Company on a non-confidential basis from a source (other than the ______Group or Elco Group) which is not prohibited from disclosing such Information.
4. Each Company acknowledges and agrees that, given the nature of the Information and the competitive damage that would result to the ______Group or the Elco Group if information contained therein is disclosed to any third party, money damages would not be sufficient remedy for any breach of this Agreement and that, in addition to all other remedies, ______or Elco shall be entitled to specific performance and injunctive or other equitable relief as a remedy for any such breach.
5. This Agreement shall remain in full force and effect for a period of three (3) years from the date hereof.
in witness whereof, the parties have caused this Agreement to be duly executed and delivered as of the date set forth above.
THE ELCO corporation
BY: ______BY: ______