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This Confidentiality Agreement (“Agreement”), is made and entered as of the __ day of ______,
2021 (the “Effective Date”), by and between Enspire Connections, LLC, a North Carolina limited liability
company (“Company”) and ___________, a resident of [CITY, STATE]] (“Student”).
STATEMENT OF PURPOSE:
A. Company provides online services to companies that sign up and post job shadowing
“events” on the Company’s website (“Clients”, and with Company, “Disclosing Party”). University
students can apply either through the Company’s website or at Clients’ job shadowing events for an
opportunity to gain job shadowing experience, meet Clients employees, and learn more about the
Company, Clients and their industries (“Purpose”).
B. In connection with the Purpose, Students are placed in a position in which Students might
have access to Company and Client Confidential Information (as defined herein) and Company and Client
are requiring Students to agree to certain restrictions. Student is willing to agree to such restrictions in
order to receive the benefit of the Purpose.
NOW THEREFORE, in consideration of the mutual promises contained herein, and for other
good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties
hereby agree as follows:
1. Confidential Information.
(a) “Confidential Information” as used in this Agreement shall mean information in any form
(whether written, oral, electronic, graphic or otherwise) disclosed or made available by the Disclosing
Party and its Clients (as defined herein) to the Student, including disclosures prior to or subsequent to the
date hereof, and shall include, without limitation: (i) the current, future and proposed products or services
of Disclosing Party, its Clients, subsidiaries or affiliates, as well as financial, technical, research,
operational, sales and marketing information related thereto; (ii) ideas, inventions, works of authorship,
software and programs or any other information, however documented, that is a trade secret or proprietary
information within the meaning of applicable law; (iii) business plans, business forecasts, budgets, prices
and costs, financial statements, research, sales and distribution arrangements, and the identity of partners,
suppliers or customers; (iv) any information marked as confidential or otherwise represented by
Disclosing Party as confidential either before or within a reasonable time after its disclosure; (v) any
information regarding the skills and compensation of employees, contractors or other agents of Disclosing
Party or its Clients, subsidiaries or affiliates; and (vi) all notes, analyses, compilations, reports, forecasts,
studies and other documents prepared by or for the Student or its representatives which contain or
otherwise reflect or are generated from such information disclosed or made available by Disclosing Party.
(b) Confidential Information shall not include information that: (i) was in the public domain
at the time it was disclosed or made available to the Student by the Disclosing Party or (ii) entered the
public domain subsequent to disclosure to the Student through no fault of the Student.
(c) “Client” means any entity or person signed up as a “host” and has advertised job
shadowing services on the Company’s website (www.enspirejobshadowing.com) or with whom the
Company had a professional relationship relating to Purpose.
2. Confidentiality. The Student will hold the Confidential Information in strict trust and
confidence and will take steps necessary to prevent the unauthorized disclosure, reproduction or use of
any Confidential Information by the Student or its representatives (as permitted below). In protecting
Confidential Information from disclosure, the Student shall use at least the same level of care that the
Student uses to protect its own proprietary information of a similar nature, but in no event shall the
Student use less than reasonable care in protecting the Confidential Information.
The Student will not and will cause its representatives to not: (a) copy, make use of, disseminate,
make available, or in any way disclose any Confidential Information of the Disclosing Party to any third
party, person or entity; except to (b) copy, recreate or otherwise reproduce any Confidential Information
in whole or in part, except as necessary to use such Confidential Information for the Purpose; (c) reverse
engineer or otherwise disassemble the products or Confidential Information of the Disclosing Party for
any purpose other than the Purpose; or (d) use any Confidential Information for any purpose other than
If the Student receives a request to disclose all or any part of the Confidential Information under
the terms of a subpoena or other order issued by a court of competent jurisdiction or by a government
agency, the Student shall: (i) promptly notify the Disclosing Party of the existence, terms, and
circumstances surrounding such a request; (ii) consult with the Disclosing Party on the advisability of
taking steps to resist or narrow that request; (iii) if disclosure of that Confidential Information is required,
furnish only such portion of the Confidential Information as the Student is advised by counsel is legally
required to be disclosed; and (iv) cooperate with the Disclosing Party, at the Disclosing Party’s expense,
in its efforts to obtain an order or other reliable assurance of confidential treatment of that portion of the
Confidential Information that is required to be disclosed.
Student agrees that Student will not disclose to the Disclosing Party any confidential information
belonging to others unless written authorization is first obtained.
3. Ownership; Representation.
All Confidential Information and materials furnished to the
Student by the Disclosing Party shall remain the property of the Disclosing Party and shall be returned to
it promptly at its request, together with any copies thereof. Any modifications or improvements to
Confidential Information shall be the sole property of the Disclosing Party and Student hereby assigns its
rights to such modifications and improvements. All Confidential Information and materials furnished to
the Student by the Disclosing Party hereunder are provided on an “as is” basis, and the Disclosing Party
shall have no liability for the completeness, accuracy, or use thereof.
4. Return of Materials. Upon the Disclosing Party’s written request, the Student will
promptly deliver to the Disclosing Party, without retaining a copy of such material: (a) all materials,
whether or not containing Confidential Information, furnished by the Disclosing Party to the Student
(including, without limitation, business plans, marketing plans and product samples, designs, drawings
and specifications) and all copies, notes, summaries, abstracts, drawings, sketches, reproductions, models
and other materials produced from such materials or from Confidential Information; and (b) all materials
containing Confidential Information, including all copies, which are in the possession or under the control
of the Student.
5. No License.
Student acknowledges that the Disclosing Party (or any third party
entrusting its own confidential information to the Disclosing Party) claims ownership of the Confidential
Information disclosed, and of all patent, copyright, trademark, trade secret, and other intellectual property
rights in, or arising from, such Confidential Information. No option, license, or conveyance of any such
rights to the Student are granted or implied under this Agreement. If any such rights are to be granted to
the Student, such grant shall be expressly set forth in a separate written instrument.
Because an award of money damages would be inadequate for any breach of
this Agreement by the Student and any such breach would cause Disclosing Party irreparable harm, the
Student also agrees that, in the event of any breach or threatened breach of this Agreement, Disclosing
Party will also be entitled, without the requirement of posting a bond or other security, to equitable relief,
including injunctive relief and specific performance. Student agrees to indemnify and hold harmless the
Disclosing Party from any damage, loss, cost or liability (including reasonable legal fees and
disbursements and the costs of enforcing this indemnity) arising out of or resulting from any unauthorized
use or disclosure by Student of the Confidential Information or other breach of this Agreement by
Student. Such remedies will not be the exclusive remedies for any breach of this Agreement, but will be
in addition to all other remedies available at law or equity to the Disclosing Party.
7. Notice of Unauthorized Disclosure. Student agrees to notify the Disclosing Party
immediately upon discovery of any unauthorized use or disclosure of Confidential Information by
Student, or any other breach of this Agreement by Student, and will cooperate with efforts by the
Disclosing Party to help the Disclosing Party regain possession of Confidential Information and prevent
its further unauthorized use.
8. Term. This Agreement will commence on the Effective Date and continue for an
9. Miscellaneous. Each party represents that its compliance with the terms of this
Agreement will not violate any duty which such party may have to any other person or entity, including
obligations concerning providing services to others, confidentiality of proprietary information and
assignment of inventions, ideas, patents, or copyrights. This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto and their respective permitted successor and assigns. This
Agreement shall not be assigned by the Student without the prior written consent of the Disclosing Party,
and any purported assignment without such consent shall be void. Failure to insist upon strict compliance
with any provision of this Agreement shall not be deemed a waiver of such provision or any other
provision hereof. The invalidity or unenforceability of any provision of this Agreement shall not affect
the validity or enforceability of any other provision of this Agreement, which shall remain in full force
and effect. The execution of this Agreement shall not create any agency, partnership, joint venture,
association, or any other relationship between the parties other than that of independent contracting
parties. This Agreement shall be interpreted and governed in all respects by the substantive laws of the
State of North Carolina without regard to any conflict of law provisions. In the event any legal action
becomes necessary to enforce or interpret the terms of this Agreement, the parties hereto agree that such
action shall be subject to and determined pursuant to the exclusive jurisdiction of the federal and state
courts in or for Wake County, North Carolina and the parties expressly agree to and submit to the
personal jurisdiction of such courts, all provided that such courts have and accept jurisdiction. This
Agreement contains the entire agreement of the parties with respect to its subject matter and no
modification or waiver of the provisions hereof will be binding unless in writing and signed by the party
against whom such modification or waiver is sought to be enforced. No waiver of any provision of this
Agreement at any time will preclude enforcement of such provision at any other time or of any other
provision of this Agreement. All notices and other communications under this Agreement shall be
deemed to have been duly given if delivered or sent by certified mail, postage prepaid, and addressed to
the addresses listed herein, or to such other address as a party designates by written notice to the other.
This Agreement may be executed in one or more counterparts, each of which will be deemed to be an
original copy of this Agreement, and all of which, when taken together, shall be deemed to constitute one
and the same agreement. This Agreement may be executed and delivered by facsimile, PDF or telecopy.
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IN WITNESS WHEREOF, the parties have executed this Agreement to be effective as of the