Confidentiality Agreement

This Confidentiality Agreement (the “Agreement”) is entered into as of the date of acceptance (“Effective Date”) by and between FlexiAdmin Solutions (the “Company”), and the client or partner utilizing the services of FlexiAdmin Solutions (the “Recipient”). This Agreement outlines the terms and conditions regarding the confidential information provided by the Company in connection with its services.

1. Definition of Confidential Information

For purposes of this Agreement, “Confidential Information” shall mean all information disclosed by the Company to the Recipient, either orally or in writing, that is designated as confidential, proprietary, or that a reasonable person would understand to be confidential given the nature of the information or the circumstances of disclosure. This may include, but is not limited to:

• Business plans, strategies, financial information, pricing, client lists, marketing plans, and operational procedures.
• Personal data, client data, intellectual property, trade secrets, product information, and all documentation relating to the Company’s services and processes.
• Technical information, software, system designs, research, and development.

2. Exclusions from Confidential Information

Confidential Information does not include information that:

• Was already known to the Recipient without restriction at the time of disclosure by the Company.
• Is or becomes publicly known through no wrongful act of the Recipient.
• Is independently developed by the Recipient without use of or reference to the Company’s Confidential Information.
• Is rightfully obtained from a third party who has the right to disclose it and who has not imposed any confidentiality obligation on the Recipient.

3. Obligations of Confidentiality

The Recipient agrees to:

• Use the Confidential Information solely for the purpose of performing services for or in partnership with the Company.
• Restrict access to Confidential Information only to employees, agents, or subcontractors who need to know such information for the purposes outlined in this Agreement and who are bound by confidentiality obligations at least as protective as those contained herein.
• Prevent disclosure of Confidential Information to any third party without prior written consent from the Company.

4. Protection Measures

The Recipient agrees to protect the Confidential Information by:

• Exercising at least the same degree of care to safeguard the Confidential Information as it uses to protect its own confidential information, but no less than a reasonable degree of care.
• Implementing appropriate administrative, physical, and technical safeguards to ensure the protection of Confidential Information against unauthorized access, use, or disclosure.

5. Permitted Disclosures

The Recipient may disclose Confidential Information to the extent required by law, regulation, or court order, provided that the Recipient gives the Company prompt written notice (if legally permissible) of such requirement prior to disclosure and cooperates in obtaining a protective order or other legal means to protect the confidentiality of the information.

6. Return or Destruction of Information

Upon completion or termination of services, or at the Company’s request, the Recipient shall promptly:

• Return or destroy all documents and materials containing Confidential Information, including all copies, and certify in writing that all such materials have been returned or destroyed.
• Ensure that any Confidential Information retained for legal or archival purposes will continue to be subject to the confidentiality obligations of this Agreement.

7. No License or Ownership Rights

This Agreement does not grant any ownership rights or license, express or implied, to the Recipient in any of the Confidential Information or any intellectual property rights of the Company, except as required to fulfill the purposes outlined in this Agreement.

8. Non-Solicitation

The Recipient agrees not to directly or indirectly solicit, hire, or engage any of the Company’s employees, contractors, or clients, except with prior written consent from the Company, during the term of this Agreement and for a period of one (1) year following the completion or termination of services.

9. Term and Termination

• This Agreement shall remain in effect throughout the term of any contractual relationship between the Company and the Recipient and shall continue indefinitely as to Confidential Information that remains confidential.
• The Recipient’s obligations with respect to Confidential Information under this Agreement shall survive the termination of this Agreement or services provided.

10. Remedies

The Recipient acknowledges that unauthorized use or disclosure of the Company’s Confidential Information may cause irreparable harm to the Company, for which monetary damages may be inadequate, and agrees that the Company shall be entitled to seek equitable relief, including injunctions and specific performance, in addition to all other remedies available at law or in equity.

11. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of [Insert Jurisdiction]. Any disputes arising from or in connection with this Agreement shall be resolved in the courts of [Insert Jurisdiction].

12. Entire Agreement

This Agreement constitutes the entire agreement between the parties regarding Confidential Information and supersedes all prior or contemporaneous agreements, representations, and understandings, whether written or oral, relating to the subject matter hereof. No amendment or modification of this Agreement shall be valid or binding unless in writing and signed by both parties.

By using FlexiAdmin Solutions’ services, the Recipient acknowledges understanding and agreeing to the terms of this Confidentiality Agreement.