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CRM Software RFP Confidentiality Declaration

The undersigned declares as follows:

I am currently employed by the company identified as the "Consultant", which is performing Services under the Professional Services Agreement dated ______________ (the "Agreement").

I understand that, in connection with my professional Services, I may receive or have access to certain Confidential Information, including but not limited to, information relating to the Agreement. "Confidential Information" means all non-public information of a competitively sensitive nature, including any non-public information (whether in writing or retained as mental impressions) concerning the Agreement; research & development; operational costs and processes; pricing, cost or profit factors; quality programs; annual and long-range business plans; marketing plans and methods; customers or suppliers; contracts and bids; and personnel.

I understand that, in connection with my professional Services, I may receive or have access to certain Trade Secrets, as defined by applicable law, including but not limited to, information relating to the Agreement. "Trade Secrets" may include, but are not limited to, technical or non-technical data, a formula, a pattern, a compilation, a program, a device, a method, a technique, a drawing, a process, financial data, financial plans, product plans, a list of actual or potential customers or suppliers or bids, plans or contracts from actual or potential customers or suppliers which: (a) derives economic value, actual or potential, from not being generally known to, and not readily ascertainable by proper means by other persons who can obtain economic value from its disclosure or use, and (b) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.

I understand and agree that I may discuss and make available such Confidential Information and Trade Secrets only to those employees and contractors who, due to their job responsibilities specifically assigned in the area of professional Services for the Agreement, must have access to Confidential Information or Trade Secrets and who have executed similar Declarations. Except as required by law, I will not otherwise disclose, reproduce, copy or otherwise make available to any third party (including my employer) in any way Confidential Information or Trade Secrets. I will immediately report any violation or breach of the commitments made in this Declaration, whether the breach or violation is intentional or inadvertent.

I will abide by the commitments made in this Declaration regarding Confidential Information for the period I am performing such professional Services and for five (5) years thereafter. In addition, I will abide by the commitments made in this Declaration regarding Trade Secrets for the period I am performing such professional Services and for as long thereafter as applicable state law will allow. I understand that if I violate or breach the commitments made in this Declaration, I will be subject to legal action. Nothing in this Agreement shall be construed to create an employment or agency relationship.

Executed this_______day of_________________, 20___.

Advice:

This confidentiality declaration can be referenced as a starting point with your legal counsel to create a document which will protect your interests with consultants that you will provide access and information to. Be certain to get legal counsel advisement on this section and all sections of any and all agreements with CRM hosting providers or other third party consulting resources.