Confidentiality Agreement

Confidentiality Agreement

Last Updated: November 1, 2024

This Confidentiality Agreement (the “Agreement”) governs the terms under which Bespoke Business Development (“Company,” “we,” or “us”) receives, maintains, and protects the confidentiality of proprietary information provided by you, the Client. This Agreement aims to ensure that any information disclosed by you remains secure and protected under strict confidentiality and ethical standards.

1. Definition of Confidential Information

For the purpose of this Agreement, “Confidential Information” shall mean all data, designs, plans, ideas, documents, intellectual property, trade secrets, financial information, prototypes, and any other materials (collectively, “Information”) disclosed by the Client to the Company. Confidential Information includes, without limitation, any business methods, products, prototypes, ideas, research, know-how, business strategies, client and customer data, or other proprietary details provided by the Client.

Confidential Information does not include information that:

• Is or becomes publicly known through lawful means and without breach of this Agreement;

• Was independently developed by the Company without reference to or reliance on the Client’s Confidential Information;

• Was rightfully received from a third party without breach of confidentiality obligations to the Client.

2. Purpose of Disclosure

The Company shall use the Confidential Information only for the purpose of evaluating and potentially advancing the Client’s business, project, or product development. All evaluations, consultations, and services provided by the Company are subject to the strict confidentiality obligations outlined in this Agreement.

3. Non-Disclosure Obligations

The Company agrees to:

• Not disclose, publish, or otherwise reveal any Confidential Information received from the Client to any third party without the Client’s express written consent.

• Restrict access to Confidential Information solely to employees, consultants, or agents who have signed an ethics and confidentiality agreement, and who require access to such information for the purpose of evaluation and project collaboration.

• Use all reasonable means, including physical, administrative, and technological safeguards, to protect the Confidential Information from unauthorized access, loss, or misuse.

4. Employee and Contractor Confidentiality

All employees, contractors, and agents of the Company who have access to the Client’s Confidential Information are required to sign binding ethics and confidentiality agreements. These agreements ensure that all Company representatives handle Confidential Information with the highest level of integrity, comply with non-disclosure obligations, and understand the consequences of unauthorized disclosure or misuse of such information.

5. Security Measures

The Company will implement the following security practices to protect Confidential Information:

• Encryption: All digital submissions of Confidential Information will be encrypted to prevent unauthorized access.

• Secure Storage: Physical documents containing Confidential Information will be stored in secured locations. Electronic records are stored in protected databases, accessible only to authorized personnel.

• Access Control: Only authorized personnel with legitimate business purposes will have access to the Client’s Confidential Information, in compliance with this Agreement.

6. Limitations of Use

The Company shall not use the Client’s Confidential Information for any purpose other than:

• Providing feedback, insights, or consultations directly related to the Client’s project or business objectives;

• Assisting with the potential development or business strategies as agreed upon with the Client.

The Company shall not use the Confidential Information for any competitive, personal, or business purposes outside the terms specified in this Agreement.

7. Legal Compliance

The Company reserves the right to disclose Confidential Information if required by law, court order, or governmental regulation, provided that the Company gives the Client prior notice of such disclosure to allow for intervention or protective orders. The Company will take all reasonable steps to limit the extent of the disclosure and to protect the confidentiality of the disclosed information.

8. Client Rights and Ownership

The Client retains all rights, title, and interest in the Confidential Information shared with the Company. Nothing in this Agreement transfers any rights, ownership, or intellectual property of the Client’s Confidential Information to the Company, except as required to perform services under the agreed scope of work.

The Client affirms they are the original owner or have the appropriate authorization to disclose and share the Confidential Information with the Company.

9. Confidentiality Duration

This Agreement shall remain in effect throughout the term of the relationship between the Client and the Company, and shall continue for a period of five (5) years after the conclusion or termination of the business relationship, unless otherwise agreed in writing by both parties.

10. Return or Destruction of Information

Upon the Client’s written request or upon the termination of the relationship between the Client and the Company, the Company shall promptly return or destroy all tangible materials containing Confidential Information and will permanently delete all digital records of the Client’s Confidential Information from its systems. The Company will confirm in writing that all Confidential Information has been returned or destroyed, except as may be required by law.

11. Disclaimer of Guarantees

The Client acknowledges that the Company does not guarantee financial gain, market success, or any particular outcome from the evaluation or potential development of the Client’s idea, business, or project. The Company is committed to providing expert insights and strategic support but cannot guarantee results beyond the scope of its services.

12. Liability and Indemnification

The Company shall not be liable for any indirect, incidental, consequential, or punitive damages arising out of or relating to the Client’s use of the Company’s services. The Client agrees to indemnify and hold the Company harmless against any claims, liabilities, damages, or losses arising from the use or misinterpretation of the Company’s services.

13. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the state of Florida, United States. Any disputes arising from this Agreement shall be resolved in the appropriate courts of Miami, Florida, unless both parties agree to an alternative dispute resolution method.

14. Modification of Agreement

This Agreement constitutes the entire agreement between the Client and the Company concerning the protection of Confidential Information. Any modification or amendment to this Agreement must be made in writing and signed by both parties to be effective.

15. Acknowledgment and Acceptance

By submitting Confidential Information to Bespoke Business Development, the Client acknowledges that they have read, understood, and agree to the terms and conditions set forth in this Confidentiality Agreement. The Client further acknowledges that this Agreement is binding upon them and any successors, assigns, or representatives.

Contact Information

For any questions, clarifications, or further information regarding this Confidentiality Agreement, please contact us:

Bespoke Business Development
Phone: (833) 666-3678
Address: 333 SE 2nd Ave, Suite #2000, Miami, FL 33131
© 2024 Bespoke Business Development