WHEREAS, Business Associate participates in Agent Communications Link /
PW Squared, Inc.’s Agent Communications Software, Web Site, Lead
Programs, Distributions Methods, Marketing Strategies, Software
Development, and Business operations. During this participation, PW
Squared, Inc. may share certain proprietary information with the Recipient.
Therefore, in consideration of the mutual promises and covenants contained
in this Agreement, and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows: “Confidential Information” means any data or information that is
proprietary to Agent Communications Link / PW Squared, Inc. and not known
to the public, whether intangible, or intangible form, whenever and however
disclosed, including, but not limited to any marketing strategies, plans,
financial information, projections, operations, sales, estimates, business plans,
performance results relating to past, present, or future business activities of
such party, its affiliates, agents, and affiliated companies and brokers; plans
for products or services, and customer lists; any design, process, procedure,
formula, improvement, technology or method; any concepts, reports, data,
know-how, works in progress, designs, computer software, information and
trade secrets; and any information that should reasonably be recognized as
confidential information of Agent Communications Link / PW Squared, Inc.
Confidential Information need not be novel, unique, patentable, copyrightable
or constitute a trade secret in order to be designated Confidential
Information. The receiving party acknowledges that the Confidential
Information is proprietary to Agent Communications Link / PW Squared, Inc.,
has been developed and obtained through great efforts by Agent
Communications Link / PW Squared, Inc. and that Agent Communications
Link / PW Squared, Inc. regards all of its Confidential Information as trade
secrets.
If Agent Communications Link / PW Squared,Inc. is required to seek
injunction to restrain the violation of anticipated violations of the Non---
Disclosure Business Associate shall pay the cost of such action, including PW
Squared, Inc.’s attorney fees and court costs.