THIS CONFIDENTIALITY AGREEMENT (the “Agreement”) is made and entered into as of [Date], by and between:
Party A: [Your Full Name] [Your Address] [Your Phone Number] [Your Email Address]; and
Party B: XXX Legal Counsel [XXX Address] [XXX Phone Number] [XXX Email Address]
RECITALS
WHEREAS, Party A possesses certain confidential and proprietary information related to XXX, a former financial advisor at XXX (hereinafter referred to as the “Former Advisor”); and
WHEREAS, Party B, on behalf of XXX, seeks to obtain the aforementioned confidential information to protect its interests and rights; and
WHEREAS, Party A is willing to provide the requested information and testify against the Former Advisor;
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the sufficiency of which is hereby acknowledged, the Parties agree as follows:
- Definitions:
- “Confidential Information” shall mean any and all information, whether oral, written, or electronic, provided by Party A to Party B, including but not limited to:
- Pictures of client names/numbers, including any personal identifiable information;
- Pictures of documents related to XXX, including any proprietary or sensitive information;
- Recordings of conversations, meetings, or other interactions involving the Former Advisor and clients or other employees of XXX;
- Information regarding the solicitation of clients to leave and join XXX, including any client lists, strategies, or correspondence;
- Details of the employee who facilitated the transition from XXX, including their name, contact information, and any related documents; and
- Phone number of the Former Advisor’s phone, including call logs, text messages, or any other relevant information stored on the device.
- “Confidential Information” shall mean any and all information, whether oral, written, or electronic, provided by Party A to Party B, including but not limited to:
- Non-Disclosure Obligations:
- Party A acknowledges and agrees that the Confidential Information provided under this Agreement is highly sensitive and proprietary to XXX Party A shall treat all Confidential Information with the utmost care and take all necessary measures to maintain its confidentiality.
- Party A shall not disclose, publish, disseminate, or reveal, directly or indirectly, any Confidential Information to any third party without the prior written consent of Party B, except as required by law.
- Party A shall limit the dissemination of Confidential Information to only those individuals who have a legitimate need to know the information for purposes directly related to this Agreement, and who are bound by written agreements or legal obligations to maintain the confidentiality of such information.
- Party A shall promptly notify Party B of any unauthorized use, disclosure, loss, or theft of the Confidential Information.
- Testimony and Cooperation:
- Party A agrees to provide truthful testimony, both written and oral, as required by XXX and its legal counsel, in any legal proceedings or investigations related to the unauthorized use and possession of confidential information by the Former Advisor.
- Party A shall cooperate fully with XXX and its legal counsel, including providing any additional information, documents, or evidence as reasonably requested.
- Party A represents and warrants that the information provided and testimony given will be accurate, complete, and not intentionally misleading.
- Compensation:
- In consideration for Party A’s provision of the Confidential Information and testimony, XXX agrees to compensate Party A in the amount of $425,000 (the “Compensation”).
- The Compensation shall be paid within XXX days of the execution of this Agreement by wire transfer to the following bank account:
Party A’s Bank Account Details:
Bank Name: [Bank Name]
Account Holder Name: [Account Holder Name]
Account Number: [Account Number]
Routing Number: [Routing Number]
- Party A acknowledges that the Compensation constitutes full and final payment for Party A’s cooperation, provision of information, and testimony, and no further compensation or remuneration shall be owed or provided.
- Indemnification:
- Party A shall indemnify and hold harmless Edward Jones, its officers, directors, employees, and agents from any claims, liabilities, losses, damages, or expenses (including reasonable attorney fees) arising out of or related to:
- Any unauthorized disclosure or use of the Confidential Information by Party A;
- Any breach of this Agreement by Party A;
- Any false, inaccurate, or misleading testimony provided by Party A;
- Any failure by Party A to comply with applicable laws, regulations, or contractual obligations; or
- Any other act or omission by Party A that results in harm, loss, or damage to Edward Jones or its reputation.
- Party A shall indemnify and hold harmless Edward Jones, its officers, directors, employees, and agents from any claims, liabilities, losses, damages, or expenses (including reasonable attorney fees) arising out of or related to:
- Governing Law and Jurisdiction:
- This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction in which Edward Jones is located.
- Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts in that jurisdiction.
- Remedies:
- In the event of a breach or threatened breach of this Agreement by Party A, Party B shall be entitled to seek injunctive relief, specific performance, or any other equitable remedies available at law or in equity, in addition to any other remedies provided by applicable laws.
- Entire Agreement:
- This Agreement constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written.
- Any modifications or amendments to this Agreement must be made in writing and signed by both Parties.
- Severability:
- If any provision of this Agreement is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.
- Waiver:
- The failure of either Party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that Party’s right to subsequently enforce and compel strict compliance with that provision or any other provision of this Agreement.
IN WITNESS WHEREOF, the Parties hereto have executed this Confidentiality Agreement as of the date first above written.
Party A: [Your Full Name]
Signature:
Date:
XXX Legal Counsel: [XXX]
[ XXX Signature]
Date:
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