You may be reluctant to speak with a relocation expert because of
confidentiality concerns – and perhaps you can’t ask your Law Department to
supply a Non Disclosure Agreement (NDA) because doing so may set off “alarm bells.”
This page offers two solutions.
First, any approach whatsoever is considered confidential and privileged as if the following Non-Disclosure Agreement were in effect. You don't even need to complete this form and transmit it to receive an instantaneous commitment to confidentiality. If you want to execute the document, complete the lines at the end of this “Instant NDA,” transmit it, and receive an instantaneous assurance of confidentiality.
The document is “pre-executed” by Joseph Vranich and is in effect regardless of which method you invoke.
The Agreement is written from your perspective. It has client-centered provisions as strong or stronger than what is found in a typical corporate NDA.
INSTANTANEOUS CORPORATE-FRIENDLY NON DISCLOSURE AGREEMENT
This non-disclosure agreement (the "Agreement") is by and between JV Executive Consulting, Inc. (d/b/a/ The Business Relocation Coach, hereinafter referred to as “JVEC”) and the entity (“the Company,” which includes its divisions and subsidiaries) that is transmitting this document.
JVEC and the Company (“the Parties”) agree as follows:
1. Purpose and Restrictions. The Parties anticipate exchanging information for the purpose of establishing a potential business relationship. Some or all of the information to be disclosed by the Company may be proprietary or confidential. Such information must be protected as such by JVEC and must not be disclosed regardless of whether the Company formally engages JVEC to provide services.
2. Confidential Information that the Company Provides to JVEC. "Confidential Information" shall mean information disclosed by the Company to JVEC which is provided orally or is in written, electronic, photographic, or other tangible form, and which is identified as "Confidential," "Proprietary," "Private," or in any other manner indicating its confidential and/or proprietary nature.
3. Confidential Information that JVEC provides to the Company. Should an ensuing business relationship occur, JVEC will obtain certain data, information and perspectives relating to the Company’s objectives. JVEC’s obligation of Confidentiality shall extend to all such information which is provided to the Company orally or in written, electronic, photographic, or other tangible form.
4. Maintaining Confidentiality During Outreach. Should JVEC compile and distribute Requests for Information and Requests for Proposals, and conduct negotiations with private and public entities, it shall do so without revealing the identity of the Company. Such confidentiality shall be maintained by relying on a Project Code Name throughout the process.
5. Care. JVEC shall use the same degree of care in safeguarding the Confidential Information as it uses for its own confidential information of like importance, but no less than reasonable care. Upon learning of any disclosure or misuse of Confidential Information, JVEC shall notify the Company and shall act to prevent any further disclosure or misuse.
6. Extension to Affiliates, Partners, Subcontractors. Confidential Information provided to JVEC may be disclosed by JVEC to selective members of its Preferred Solution Provider network (“Affiliates”), provided that the Affiliate has a need to know and does not have an interest competitive or adverse to the Company. Each Affiliate is equally subject to all terms of this Agreement.
7. Exception for Public Domain Information. JVEC’s obligation of confidentiality and restriction on use shall not apply to information when it is generally available to the public (or becomes so) without the fault or negligence of JVEC.
8. Potential Disclosure Issues. Laws, regulations and government policies may require eventual identification of the Company. If so, it is customary for public agencies and public officials to agree to Non Disclosure Agreements prior to final negotiations or to issuance of an offer letter. No such identification shall occur without the Company’s prior approval. The Company understands that a refusal to release its identity may at times result in more difficult negotiations for economic incentives or financial benefits or a failure to receive an attractive offer letter from public and private authorities. Such circumstances are beyond the control of JVEC.
9. Required Disclosures. The Company understands that JVEC may be required to disclose Confidential Information as required by law, regulation, subpoena or other legal process. However, JVEC shall (a) give the Company written notice promptly upon receipt of a disclosure requirement and before the disclosure is made to allow the Company the opportunity to take appropriate legal measures to protect the Confidential Information, (b) take reasonable actions and provide reasonable assistance to the Company to secure confidential treatment of the Confidential Information, and (c) disclose only such Confidential Information as is required.
10. Copies. JVEC shall make only such copies of Confidential Information as are necessary and shall reproduce all of the Company’s proprietary or confidential markings thereon.
11. Return. All confidential Information shall remain the property of the Company, and all copies and excerpts thereof shall be promptly returned to the Company upon request, except that JVEC’s legal counsel may retain a copy for use as a record of the disclosure. If permitted by the Company and with written notice to the Company, JVEC may destroy such copies and excerpts instead of returning them. If the Company requests, JVEC shall certify that it has destroyed all electronic documents.
12. Public Notice Limitation. In the event that the parties enter into a formal business relationship, neither party shall issue any public statement or press release regarding such a relationship without the prior, written consent of the other party.
13. No Rights Granted. Nothing herein shall be construed as granting to JVEC any proprietary rights, express or implied, including but not limited to copyright, patent, trade secret, or trademark rights in the Company’s Confidential Information, other than the right to use it for the Purpose of this Agreement.
14. Competition. In no case shall JVEC use the Company’s Confidential Information to design, produce or promote services or products competitive with those of the Company.
15. Governing Law and Arbitration. This Agreement shall be construed and enforced in accordance with the laws of the State of California. The Parties agree that they shall use their best efforts to amicably resolve any dispute relating to this Agreement. Any dispute that cannot be resolved amicably shall be settled by final binding arbitration in accordance with the rules of the American Arbitration Association and judgment upon the award rendered by the arbitrator or arbitrators may be entered in any court having jurisdiction thereof. Such arbitration shall be conducted in Orange County, California, unless some other place is mutually agreed upon by the parties. Within thirty (30) days after the commencement of the arbitration, each party shall select one person to act as arbitrator, and the two arbitrators so selected shall select a third arbitrator within fifteen (15) days of their appointment. Each party shall bear its own costs and expenses and an equal share of the arbitrator's expenses and administrative fees of arbitration.
16. Non-Termination. This Non Disclosure Agreement never terminates. JVEC agrees to protect the Company's Confidential and Proprietary information in perpetuity, except as required by law or regulation, regardless of whether the Company engages the services of JVEC.
17. In Effect Immediately. The Effective Date of this Agreement is the date upon which it is received by JVEC.
18. Signatures. Electronic signatures and facsimile copies of signatures to this document shall have the same force and effect as original signatures.
Methods of Transmission:
The Company executes this Agreement by completing the section immediately below, and
- Pasting the document into an email to Joe@BusinessRelocationCoach.com, or
- Faxing it to 949-743-5871.
Name:
Phone:
Email:
Date:
Pre-Executed:
The following indicates that this Agreement is pre-executed by JVEC:
Name: Joseph Vranich
Title: President
Company: JV Executive Consulting, Inc, d/b/a/ The Business Relocation Coach
Effective Date: Shall be the date upon which this document is received by JVEC.
