Confidentiality Agreement

This CONFIDENTIALITY AGREEMENT is a legal agreement entered into, by and between Liquidity Connect, LLC, a Wisconsin Limited Liability Company (PROVIDER), and CUSTOMER.

It is understood and agreed to that PROVIDER of Confidential Information may provide certain information that is and must be kept confidential. To ensure the protection of such information, and to preserve any confidentiality necessary under patent and/or trade secret laws, it is agreed that:

  1. The Confidential Information to be disclosed can be described as and includes:

    Invention description(s), technical and business information relating to proprietary ideas and inventions, ideas, patentable ideas, trade secrets, drawings and/or illustrations, patent searches, existing and/or contemplated products and services, research and development, production, costs, profit and margin information, finances and financial projections, customers, clients, marketing, and current or future business plans and models, regardless of whether such information is designated as “Confidential Information” at the time of its disclosure.

    In addition to the above, Confidential Information shall also include, and CUSTOMER shall have a duty to protect, other confidential and/or sensitive information which is

    1. disclosed by PROVIDER in writing and marked as confidential (or with other similar designation) at the time of disclosure; and/or
    2. disclosed by PROVIDER in any other manner and identified as confidential at the time of disclosure and is also summarized and designated as confidential in a written memorandum delivered to CUSTOMER within thirty (30) days of the disclosure.
  2. CUSTOMER shall limit disclosure of Confidential Information within its own organization to its directors, officers, partners, members, employees and/or independent contractors (collectively referred to as “AFFILIATES”) having a need to know. CUSTOMER and AFFILIATES shall not disclose Confidential Information obtained from PROVIDER unless required to do so by law.
  3. This CONFIDENTIALITY AGREEMENT imposes no obligation upon CUSTOMER with respect to any Confidential Information that:
    1. was in CUSTOMER’s possession before receipt from PROVIDER;
    2. is or becomes a matter of public knowledge through no fault of CUSTOMER;
    3. is rightfully received by CUSTOMER from a third party not owing a duty of confidentiality to the PROVIDER;
    4. is disclosed without a duty of confidentiality to a third party by, or with the authorization of, PROVIDER; or
    5. is independently derived by RECIPEINT.
  4. This CONFIDENTIALITY AGREEMENT states the entire agreement between the parties concerning the disclosure of Confidential Information. Any addition or modification to this CONFIDENTIALITY AGREEMENT must be made in writing and signed by the parties.
  5. If any of the provisions of this CONFIDENTIALITY AGREEMENT are found to be unenforceable, the remainder shall be enforced as fully as possible and the unenforceable provision(s) shall be deemed modified to the limited extent required to permit enforcement of this agreement as a whole.
  6. This Agreement is made under, and shall be construed according to the laws of the State of Wisconsin, USA. In the event that this agreement is breached, any and all disputes must be settled in a court of competent jurisdiction in the State of Wisconsin, U.S.A.