This Confidentiality and Non-Circumvent Agreement (Agreement) is entered into by and between LSW, Ltd. (LSW) and ______________________(Client) on the _______ day of 199___.
This agreement will confirm the mutual understanding of LSW, the undersigned and the Client in connection with any information provided to LSW by the Client.
Confidential Information (Information) includes all data, reports, records, trade secrets, verbal communication, and/or materials obtained from the Client both prior to and subsequent to executing this agreement. Confidential Information includes all such information which has not been in the public domain prior to receiving this information from the Client, including any affiliations, contracts, trade secrets, and knowledge that the client may be seeking through LSW.
In consideration for the Client furnishing the Information, LSW agrees to the following:
1. All Information is considered highly sensitive and striclty confidential. Accordingly, LSW shall maintain such Information in the utmost confidence. LSW shall not use or exploit the Information for any purpose other than evaluating and providing recommendations concerning the financial structure of the Client for the owners of the client firm.
2. LSW shall limit disclosure and transfer of Information to LSW's employees, officeres, representatives, and agents that have a legitimate need to review the Information. In the event LSW wishes to employ independent professionals for the sole purpose of assisting LSW in anlayzing the financial structure and recommending financial objectives to the Client, then LSW may divulge the Information to such third parties provided that prior to doing so, the Client is notified and approves all such third parties. LSW shall require all such third parties to be bound by this agreement.
3. All Information shall be returned to the Client in accordance with the instructions of the Client.
4. The actions of negligence of LSW's employees, officers, agents or other advisors referred to in Paragraph (2) above shall be deemed the actions of LSW with respect to the Information, and any unauthorized use or disclosure of Information shall constitute a material breach hereof and shall irreperable harm and loss to the client.
5. LSW shall make no copies of the Information provided hereunder except as provided in Paragraph (2) above.
LSW understands that neither the Client nor its agents or representatives make any representations or warranties as to the completeness of any Information. LSW agrees that neither the Client nor its agents or its representatives shall have any liability to LSW or any of its officers, agents or representatives arising out of or in connection with any Information.
In the event of any breach of this agreement, the Client, in addition to any other remedies at law or in equity that it may have, shall be entitled, without requirement of posting of bond or other security, to equitable relief, including injunctive relief and specific performance. This agreement shall be governed by, and construed in accordance with the laws of the State of Illinois.
Leonard E. Webster, President
LSW, Ltd.