Example Customer List Vendor Confidentiality Agreement - Free Download
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3-1-03 QC-03.09FM-Vendor Confidentiality (Rev C).doc
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N117 W18607 Fulton • Germantown, WI 53022
VENDOR CONFIDENTIALITY AGREEMENT
This Confidentiality Agreement (“Agreement”) dated this _____ day of ___________, ______ between
___________________________________ (‘Provider’), addressed at
________________________________________________________ and KLH Industries, Inc. (‘KLH’).
In consideration of Provider’s utilization by KLH, Provider agrees to the following terms and conditions.
Provider acknowledges that the following specified items used in KLH’s business are confidential, unique and
valuable, including information developed by KLH at its expense and over time, and disclosure of any of the
items to anyone other than KLH’s officers, agents or authorized Providers and their specific necessary individual
agents, will cause KLH irreparable injury:
a. All computer programs and reports or data compilation prepared by or on behalf of KLH and all
information contained therein.
b. KLH’s customer order preferences and terms.
c. KLH financial information.
d. Order information (including designs and specifications) issued to Provider by KLH for services or goods
to be provided to KLH. (Collectively, the “Confidential Material”)
Provider will not disclose to anyone, other than KLH’s officers, employees or authorized Providers and their
necessary individual agents, unless otherwise directed in writing by KLH’s President, any of the Confidential
Material listed in the above paragraph or any of KLH’s other matters so designated as confidential information
or trade secrets, whether developed before or after the date of this Agreement. Notwithstanding the foregoing,
the following is not Confidential Material for purposes of this Agreement:
(a) Information that, at the time of disclosure is already known to Provider provided that such
independent knowledge can be proven by the written records of Provider;
(b) Information that is publicly available, or becomes publicly available through no fault of Provider;
(c) Information that has been, is now, or later becomes rightfully learned by Provider from a third
party who is not under restriction or duty imposed by a party to this Agreement.
This Agreement shall be binding upon Provider following the termination of Provider’s utilization by KLH,
regardless of the reason for such termination. Upon request, Provider immediately will return to KLH all of
KLH’s Confidential Material in Provider’s possession or control.
This Agreement can be enforced by KLH, its subsidiaries, affiliates, successors and assigns. Injunctive relief or
damages at law or both may be sought for breaches or threatened breaches of this Agreement. If Provider
breaches any provision of this Agreement, Provider shall pay all costs and expenses, including attorneys fees,
incurred by KLH in connection therewith. The state and federal courts located within the State of Wisconsin
shall have exclusive personal jurisdiction over the parties for any action arising under this Agreement. The
Agreement shall be interpreted by applying Wisconsin Law, except choice of law provisions that may lead to
jurisdiction contrary to the terms of this Agreement. Trial by jury is hereby stipulated as waived by the parties.
Your Company Name:
Signature: Title: Date:
KLH Industries, Inc.
Signature: Title Date: