Once executed, please return to rfp-information@apg-team.com
(The “Agreement”)
This Confidentiality, Non-Disclosure, Non-Circumvention, and Restrictive Covenants Agreement (“Agreement”) is made and entered into as of the date of the last signature below (“Effective Date”) by and between:
Allied Professional Group, LLC, including all subsidiaries, affiliates, related entities, divisions, parent companies, managed entities, partners, and their respective officers, directors, employees, managers, members, shareholders, agents, attorneys, advisors, and representatives (collectively, “Discloser”), and
____________________________, including its affiliates, employees, agents, consultants, representatives, subcontractors, successors, and assigns (collectively, “Receiver”).
Discloser and Receiver may be referred to individually as a “Party” and collectively as the “Parties.”
“Confidential Information” includes all information disclosed by Discloser, whether oral, written, electronic, visual, or in any other form, including but not limited to:
Confidential Information does not include information that:
(a) is or becomes publicly known through no breach by Receiver;
(b) is already in Receiver’s possession without obligation of confidentiality;
(c) is lawfully obtained from a third party not under confidentiality obligations;
(d) is independently developed by Receiver without use of Discloser’s information; or
(e) must be disclosed under law, provided Receiver complies with Section 7.
Receiver shall use Confidential Information solely for the purpose expressly authorized in writing by Discloser (the “Authorized Purpose”). Receiver may not:
Receiver shall:
(a) protect Confidential Information with the highest degree of care used to protect its own confidential information, and in no event less than commercially reasonable efforts;
(b) not disclose Confidential Information to any individual or entity except those expressly permitted and pre-approved in writing by Discloser;
(c) ensure that all permitted recipients execute written confidentiality and protective agreements at least as restrictive as this Agreement;
(d) immediately notify Discloser of any unauthorized access, disclosure, breach, or suspicion thereof;
(e) assist Discloser in mitigating, containing, and curing any unauthorized disclosure or data breach;
(f) segregate all HIPAA-protected information and maintain strict compliance with all applicable healthcare privacy laws.
These obligations survive for the maximum period permitted under applicable law, including indefinitely for trade secrets.
Receiver agrees that it shall not, directly or indirectly:
Receiver agrees that it shall not, directly or indirectly:
For a period of two (2) years following the last date on which Receiver obtains or has access to Confidential Information, Receiver shall not, directly or indirectly, whether on its own behalf or on behalf of any other person or entity:
(a) Solicit, induce, divert, or attempt to solicit any client, customer, policyholder, insurance owner, prospective client, partner, affiliate, advisor, vendor, or service provider of Discloser with whom Receiver had contact or gained knowledge through Discloser;
(b) Solicit, recruit, hire, or attempt to hire any employee, contractor, consultant, or representative of Discloser, nor encourage any such individual to terminate their employment or relationship with Discloser;
(c) Interfere with or disrupt any existing or prospective business relationship, contractual relationship, referral stream, insurance structure, program participation, or strategic partnership of Discloser;
(d) Engage in any conduct that is reasonably expected to divert business, opportunities, or goodwill away from Discloser.
This covenant applies globally, survives expiration or termination of this Agreement, and is independent of the non-circumvention and competitive-use restrictions.
Receiver shall not use any Confidential Information for:
(a) competing against Discloser
(b) supporting a third party that competes with Discloser;
(c) creation, refinement, or commercialization of alternative captive strategies, tax structures, or financial models;
(d) any purpose that could reasonably be expected to diminish Discloser’s competitive advantage.
This restriction applies worldwide.
If Receiver receives a request or legal requirement to disclose Confidential Information, Receiver shall:
Upon written request or upon termination of discussions, Receiver must within ten (10) business days:
No copies may be retained except as required by law.
Failure to return or destroy confidential information constitutes a breach.
Confidentiality survives:
This Agreement is intended to be enforceable internationally. Receiver agrees to comply with all applicable:
Receiver confirms that obligations hereunder apply to foreign affiliates, subsidiaries, personnel,
and representatives.
Receiver shall indemnify, defend, and hold harmless Discloser and all Related Parties from all losses, liabilities, damages, claims, costs, fines, penalties, regulatory actions, and attorneys’ fees arising out of or relating to:
Receiver acknowledges:
This Agreement shall be governed by:
the laws of the State of Texas, without regard to conflicts-of-law principles.
Venue shall lie exclusively in:
Harris County, Texas.
Receiver consents to personal jurisdiction therein.
THE PARTIES KNOWINGLY AND VOLUNTARILY WAIVE ANY RIGHT TO A TRIAL BY JURY for disputes arising out of or related to this Agreement.
The prevailing party in any dispute shall be entitled to recover its reasonable attorneys’ fees and costs.
16.1 Entire Agreement
This Agreement constitutes the entire agreement regarding the subject matter.
16.2 Modifications
Modifications must be in a written document signed by both Parties.
16.3 Severability
Invalid provisions shall be modified or severed without affecting remaining terms.
16.4 Assignment
Receiver may not assign any rights or obligations without Discloser’s written consent.
16.5 Counterparts & Electronic Signatures
Electronic and counterpart signatures are valid and binding.