CONFIDENTIALITY AGREEMENT
We, _________________________ (the "Company") understand that Prospects
Unlimited, Inc ("Prospects Unlimited") desires to enter into discussions with us
regarding the possibility of providing telemarketing and other related services to us.
Prospects Unlimited is willing to divulge to us its operational methods and processes
used as part of its telemarketing services ("Information"), in order to completely
inform us of the services available. For purposes of this Agreement "Information"
shall also mean information which is proprietary or unique to Prospects Unlimited,
including but not limited to information about costs, markets, sales, products, key
personnel, and pricing policies. We acknowledge that the Information that will be
divulged is not readily available to the public.
The Company is willing to accept the information on a confidential basis for the
purpose of evaluating the need for the services to be provided by Prospects
Unlimited.
The Company agrees that it will hold the Information in confidence; that it will
not without Prospects Unlimited's prior written consent disclose any portion of the
information to anyone other than its employees on a "need to know" basis; that the
Information will be used by the Company exclusively for the benefit of Prospects
Unlimited and for the purposes set forth above and not otherwise for the Company's
own commercial benefit.
The Company does further acknowledge and agree:
(1) that the Information may encompass valuable trade secrets, but all of the
Information shall be kept confidential whether or not technically qualifying as
a trade secret under law;
(2) that any unauthorized disclosure of the Information will be injurious and
damaging to Prospects Unlimited;
(3) that, to the extent its employees are not already so obligated by employment
agreements or otherwise, it shall require such employees by express written
agreement to maintain the Information in confidence in accordance with the
terms of this Agreement;
(4) the Company agrees not to acquire any right, title or interest in any
trademarks, copyrights, or pending trademark and/or copyright applications,
secrets, or other property of Prospects Unlimited, by implication or
otherwise;
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In the event of any breach of this Agreement, the Company agrees that:
(1) Prospects Unlimited has no adequate remedy at law;
(2) The Company will pay all of Prospects Unlimited's costs of the enforcement
hereof, including reasonable attorneys' fees, if Prospects Unlimited is a prevailing
party in any action brought to enforce this Agreement.
(3) The Company consents to the jurisdiction of the courts of the State of
Minnesota for purposes of the enforcement of this Agreement;
The benefits and burdens of this Agreement shall be non-assignable by either
party.
The Company agrees to be bound by the terms and conditions of this Agreement.
COMPANY
By: __________________________________
Its: __________________________________
7800 Gloria Circle Mounds View MN 55112 763.795.8818
www.PhoneReps.com
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