This CONFIDENTIALITY AGREEMENT (“Agreement”) is made between SpeakWrite LLC<
(“SpeakWrite”) and ___________________. (“Vendor”).
WHEREAS, SpeakWrite has engaged the services of Vendor, business to business; and
WHEREAS, SpeakWrite may divulge proprietary or other Confidential Information to Vendor
in order to provide services and carry-out its obligations pursuant to said engagement;
NOW THEREFORE, in consideration of the mutual promises contained in this Agreement,
SpeakWrite and Vendor (the “Parties”) hereby agree as follows:
a. Disclosing Party. For the purposes of the engagement and this Agreement,
SpeakWrite may be disclosing Confidential Information to Vendor. Vendor
acknowledges that the financial terms of its engagement are considered
SpeakWrite Confidential Information, to be included in the definition set forth
below, and Vendor shall not release said Confidential Information (via any
media or activity, including without limitation, memorandums, letters, emails
news releases, articles, brochures, advertisements, web pages, prepared
speeches, or otherwise) without SpeakWrite’s prior written consent.
b. Confidential Information.
“Confidential Information” shall mean all
information, technical data or know-how which relates to the business, services
or products of SpeakWrite or SpeakWrite’s consultants or vendors, including,
without limitation, any research, products, services, software, programs,
developments, inventions, processes, techniques, designs, scientific, technical,
engineering, distribution, marketing, financial, merchandising and sales
information, which is disclosed to Vendor, directly or indirectly, in writing,
orally, electronically or by drawings or inspection. Confidential information
does not include information, technical data or know-how which (i) is already
published or available to the public, or subsequently becomes available, other
than by a breach of the Agreement; (ii) is received from a third party not to
Vendor’s knowledge in breach of any obligation of confidentiality; (iii) is
independently developed by personnel or agents of Vendor without reliance on
the Confidential Information; (iv) is proven by written evidence to be known to
Vendor at the time of disclosure; or (v) is produced by Vendor in compliance
Page 1
with an order, rule or law of any federal, state, local or municipal body having
jurisdiction over a party, provided that Vendor gives SpeakWrite notice, to the
extent reasonably possible, of such order, rule or law and gives SpeakWrite an
opportunity to defend and/or attempt to limit such production.
c. Precautions Taken to Protect Confidential Information. Vendor agrees not to
disclose or use the Confidential Information for any purpose other than purposes
under its engagement with SpeakWrite and this Agreement. Vendor shall take
reasonable actions and precautions to prevent unauthorized disclosure and use
of Confidential Information by its officers, directors, employees, contractors,
agents and all others acting in its behalf. Confidential Information and all copies
thereof shall remain the property of SpeakWrite. Confidential Information, shall,
upon request of SpeakWrite or immediately upon termination of the engagement
or this Agreement, be promptly returned by Vendor to SpeakWrite, accompanied
by all copies of such documentation made by Vendor, provided that Vendor may
keep one copy of this Agreement. Vendor agrees to immediately notify
SpeakWrite upon discovery of any unauthorized use or disclosure of
Confidential Information and to cooperate in any reasonable way to help
SpeakWrite regain possession of the Confidential Information and prevent
further unauthorized use or disclosure.
d. Survival of Confidentiality. The provisions of this Section shall survive any
termination or expiration of the engagement and this Agreement
Assignment. This Agreement shall be biding upon and inure to the benefit of the
permitted successors and assigns of any party; provided however that Vendor shall not,
without the prior written consent of SpeakWrite, assign or transfer this Agreement or
any obligation incurred under this Agreement.
3. Governing Law. This Agreement shall be deemed entered into in Texas and shall be
governed by and construed and interpreted in accordance with the laws of the State of
Texas that apply to contracts executed in and performed entirely within the State of
Texas, without reference to any rules of conflicts of laws.
Page 2
Signed this ______ day of ________, 200__.
Vendor Name:
SpeakWrite, LLC
Printed Name:
Printed Name:
6011 West Courtyard Dr.
Suite 450
Austin, TX 78730
Page 3