S.T.P. Enterprise, Inc. and David B. Simon, Esq.,
their employees, agents, and representatives, (hereinafter the "Company")
possess valuable information, technical experience and data of a secret confidential
nature relating to the leveraging of a universal life insurance policy which enables an
insured to purchase life insurance at an initial no out-of-pocket cost. Such information
is a commercial asset of considerable value to the Company and the Company is willing to
disclose and permit disclosure of such confidential information to consider the viability
of a mutual relationship between the parties and such other agreement as the parties may
make regarding the confidential information.
To protect the property rights of the Company in
such information, the parties hereto agree as follows:
The Company agrees to disclose such information
to the disclosee and agrees that a sufficient amount of such information shall be
disclosed to permit the disclosee to evaluate and work with such information.
The disclosee agrees not to divulge any
confidential information, in whole or in part, to any third party (except in confidence to
those of its employees who would require knowledge of such information) without written
permission of the Company.
Subject to the expectations set forth below, the
disclosee agrees not to disclose for a period five (5) years all such information
concerning the subject to leverage or arbitrage life insurance which enables clients to
purchase life insurance at an initial no out-of-pocket cost. The disclosee further agrees
not to use any such information which it is obligated to keep confidential hereunder for
any purpose other than evaluation and consulting for the company without first securing
the written permission of the Company to otherwise use such information.
The disclosee agrees to treat as confidential
information and to hold in confidence any and all information disclosed to the disclosee
by the Company except:
Information which at the time of disclosure by
the Company to the disclosee is in the public domain as evidenced by printed publications;
Information which after disclosure by the Company
to the disclosee, becomes part of the public domain by publication or otherwise through no
fault of the disclosee and,
Information, which the disclosee can show by
written document, was in the disclosee's possession at time of disclosure and was not
acquired, directly or indirectly from the Company.
Information that is independently developed by
the disclosee in the future.
The Company agrees that after five (5) years from
the effective date hereof, the disclosee shall be relieved from all obligations under this
Agreement, and the Company further agrees that after five (5) years from the effective
date hereof, it will rely on whatever protection may be obtained under copyright laws for
the protection of any information communicated to the disclosee hereunder.
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