This Confidentiality Agreement (the Agreement) is made between the Michigan Minority Supplier Development Council (hereinafter referred to as “MMSDC”) and ___________a Corporate member of MMSDC (Corporate Member).
- No employment relationship exists between Corporate Member and MMSDC.
- Corporate Member may be a participant in MMSDC authorized programs intended to assist corporate members to grow supplier diversity programs and programs to coach and develop MBEs to compete for corporate contracts (the programs).
- Corporate Member understand that while participating in the programs Corporate Member will have access to highly sensitive personal information of customers, clients, and members of MMSDC.
- Corporate Member understands that MMSDC has contractual, legal, and ethical obligations to maintain confidentiality of this sensitive information.
Accordingly, in consideration of the mutual covenants and agreements contained in this Agreement, as well as Corporate members continued participation in the programs, the parties agree as follows:
- Confidential Information. Corporate Member agrees and acknowledges that during the assignment with MMSDC, Corporate Member will be exposed to confidential and proprietary information, sensitive personal information of customers, clients, and members of MSDC, as well as trade secrets of MMSDC. The confidential and proprietary information and trade secrets include, but are not limited to, MMSDC’s customer lists, information on minority owned businesses including highly sensitive personal information regarding individuals owning and operating those businesses, operational procedures, marketing and sales strategies and practices, pricing information, margin information, markup information, prospective or potential customer lists, customer and potential and prospective customer needs and preferences information, prospective employees, employee lists, employee capabilities matrices, employee training information and practices, and the methods and operations of MMSDC as they exist from time to time (the “Confidential Information”).
- Confidentiality/Non-Disclosure Obligation. Corporate Member will not disclose or improperly use, directly or indirectly, in any way to anyone, the MMSDC’s Confidential Information both while participating in MMSDC authorized programs or at any time after Corporate Member is no longer participating in the programs or after Corporate Member is no longer a participant in MMSDC authorized programs.
- Return of Company Property. Corporate Member agrees that all Confidential Information is the exclusive property of MMSDC. Corporate Member agrees that Corporate Member has no property rights or claim to the Confidential Information or any other property of the MMSDC’s or its customers, clients, or members. Corporate Member agrees that upon the termination of the program(s), Corporate Member will return to MMSDC all Confidential Information, MMSDC property and customer property, in any form, including, but not limited to, hard copy and electronic form, and in any media in which such information is recorded or stored.
- Irreparable Harm.Corporate Member acknowledges that MMSDC has a legitimate need to protect its Confidential Information, as well as MMSDC’s members, clients, and customer relationships with both its potential and existing members, customers, its customer goodwill, and that the restrictions contained in this Agreement are reasonable and necessary to protect MMSDC’s operations, members, and Confidential Information. Corporate Member also recognizes the highly sensitive nature of the information to which Corporate Member will have access at MMSDC and that irreparable harm would be caused by violation of the Confidentiality provisions of this agreement.
- Remedies/Damages. Corporate Member agrees that MMSDC’s remedy at law for any violations of this Agreement are inadequate and that MMSDC has the right to seek injunctive relief in addition to any other remedies available to it. Therefore, if Corporate Member breach this Agreement MMSDC has the right to, and may seek issuance of, a court ordered temporary restraining order, preliminary injunction and permanent injunction, as well as any and all other remedies and damages, including monetary damages. Corporate Member further agree to pay any and all legal fees, including without limitation, all attorneys’ fees, court costs, and any other related fees and/or costs incurred by MMSDC in enforcing this Agreement.
- Choice of Law and Entire Agreement. This Agreement shall be governed by the laws of the State of Michigan, without regard to conflicts of laws principles. This Agreement represents the entire understanding between me and MMSDC regarding its contents. Any alteration or modification of this Agreement shall not be valid unless in writing and signed by all parties.
- Jurisdiction and Forum. Any action arising out of this Agreement or my assignment shall be brought only in the State of Michigan courts of appropriate venue, or the United States District Court sitting in Michigan, and Corporate Member hereby consent to and submit myself to the jurisdiction of such Courts. (Arbitration -more efficient)
- Statute of Limitations Waiver. Corporate Member agrees that any lawsuit arising out of my assignment with MMSDC must be filed within six months after the date of the consulting services performed that are the subject of the lawsuit, or if there is a limitations period provided by law that is less than six months, the shorter time frame shall apply.
- Captions. Captions to paragraphs and sections of this Agreement have been included solely for the sake of convenient reference and are entirely without substantive effect.