To $FirstName$ $LastName$ of $City$, $State$.

 

If you have interest in SIAA membership, please sign and witness the attached confidentiality agreement.

 

Fax it to us:        (605)332-3269

 

We can then go over the SIAA membership contract so you can get a complete understanding of the program.

 

Call us if you have any questions.

 

 

 Dick Applequist  1-800-332-5310

 Paul Anema  1-800-831-8545

 

 

 

 

 

 

 

 

CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT

 

This Agreement is made between SIAA Partners, Inc., an Iowa corporation located at 301 Main St., Sanborn, Iowa and $Company$ located at $City$, $State$.

 

1.             SMA agrees to furnish the Agency with certain copyrighted, unique, proprietary and confidential material and information, considered to be trade secrets (the “Confidential Information”), relating to the operations and affairs of SMA for the purpose of considering an affiliation with SMA through the execution of an Independent Strategic Member Agreement.

 

2.             The Agency and its employees agree that the Confidential Information constitutes unique and valuable trade secrets that belong exclusively to SMA and are of substantial commercial value to SMA.  Agency acknowledges that said value would be adversely affected and reduced should such Confidential Information be utilized by Agency to establish or participate in a business which would be competitive with SMA, its program and method of operations, or be disclosed either orally or in writing to any third party by the Agency or its employees.

 

3.             The Agency and its employees agree to access, review and use the Confidential Information only for the purpose described herein and shall not at anytime directly or indirectly, orally or in writing, either during discussions of affiliation with SMA or thereafter, disclose to any person or entity, any of the Confidential Information that shall come to the knowledge of Agency.

 

4.             SMA and its employees shall not disclose, either orally or in writing, to any person, firm, corporation or other entity any proprietary information provided by the Agency to SMA at any time without the written permission of the Agency.  All such information supplied to SMA will be returned to the Agency upon demand.

 

5.             Unless a Independent Strategic Member Agreement is executed, then upon demand by SMA, all Confidential Information in whatever form, including but not limited to written notes, photographs, memoranda, promotional material and any copies taken by the Agency shall be returned to SMA immediately.

 

6.             The Agency acknowledges that money damages alone would not adequately compensate SMA in the event of a breach by the Agency of this Agreement.  The Agency, therefore, agrees that, in addition to all other remedies available at law or in equity, SMA shall be entitled to injunctive relief for the enforcement of this Agreement.  Failure by SMA to insist upon strict compliance with any of the terms, covenants or conditions of this Agreement shall not be deemed a waiver of such terms, covenants or conditions.  SMA shall be entitled to reasonable attorney’s fees and costs in addition to any court awarded damages should it prevail in any legal action brought to enforce its rights hereunder.

 

7.             This agreement is governed by the laws of the State of  Iowa and any violation or material breach of this Agreement shall be adjudicated under the laws of the State of Iowa.

 

Intending to be legally bound, the parties have executed this agreement on the date signed below.

 

                                                                SIAA Partners, Inc.

 

_______________________          By:_____________________________

Witness                                                 Name & Title: $siaapartners$

 

                                                                $Company$

 

_______________________          By:_____________________________                  Date: _____________________

Witness                                                 Name & Title: $FirstName$ $LastName$, $title$

 

 

 

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Ó 1996  SIAA, Inc.  All Rights Reserved    Rev. 9-17-99                   Confidentiality Agreement.doc