Blue Wealth Financial

NDA

1. Confidential Information. As used herein, “Confidential Information” shall include all information of a party to which the other party and/or its representatives has had or will have access, whether or not designated as such and whether in oral, written, graphic or machine-readable form, including, without limitation, specifications, operations or systems manuals, decision processes, profiles, system and management architectures, diagrams, graphs, models, sketches, technical data, research, business or financial information, plans, strategies, forecasts, forecast assumptions, business practices, marketing information and material, customer names, proprietary ideas, concepts, know-how, methodologies and all other information related to a party’s business and/or the business of its parent, affiliated, or subsidiary companies, that is disclosed by one party to the other. It is expressly understood that any and all information relating to a current, prospective or former customer disclosed in connection with the Permitted Purpose shall be held by the receiving party as Confidential Information and, to the extent that such information may be considered “nonpublic personal financial information,” as that term is defined in the Gramm-Leach-Bliley Act, the receipt of that information may impose independent obligations under that Act upon the receiving party. It is understood that the term “Confidential Information” does not include information (i) which was known by the receiving party prior to its receipt from the disclosing party; (ii) that is or becomes part of the public domain through no action or breach of this Agreement by the receiving party; (iii) that is rightfully disclosed to the receiving party by a third party that, to the knowledge of the receiving party, is legally free to do so; (iv) that the receiving party has independently developed, or (v) that is disclosed with prior written consent.
2. Non Disclosure. Neither party shall, without the written permission of the other, directly or indirectly (a) transfer or disclose any Confidential Information to persons within its organization who do not have a need to know in connection with the Permitted Purpose; or (b) disclose any Confidential Information to any third party or person outside of its organization unless such person has a need to know in connection with the Permitted Purpose, and such person is bound by fiduciary or contractual duties of confidentiality that are at least as stringent as those contained in this Agreement. Further, each party shall (i) advise any employees, agents and affiliates of the confidential and proprietary nature of the Confidential Information; (ii) in all instances, exercise at least the same degree of care to maintain the secrecy of the Confidential Information as such party exercises to protect its own trade secrets, but in no case less than reasonable care, and (iii) will not copy or distribute any Confidential Information, in whole or in part, absent the prior written consent of the other party.

By closing this window, you agree to the above listed terms.