This Confidentiality Agreement (this “Agreement”) is made effective as of January 27, 2013, between Al-Farooq Islamic Investment Group, of 8950 S. Stony Island, Chicago, Illinois 60619
In this Agreement, the party who owns the Confidential Information will be referred to as “AFIIG”, and the party to whom the Confidential Information will be disclosed will be a member of AFIIG who’s also referred to as “Online viewer”.
AFIIG is engaged in investment in real-estate properties and businesses. AFIIG has requested that Online viewer will protect the confidential material and information which may be disclosed between AFIIG and Online viewer. Therefore, the parties agree as follows:
I. CONFIDENTIAL INFORMATION. The term “Confidential Information” means any information or material which is proprietary to AFIIG, whether or not owned or developed by AFIIG, which is not generally known other than by AFIIG, and which Online viewer may obtain through any direct or indirect contact with AFIIG.
A. Confidential Information includes without limitation:
– business records and plans
– financial statements
– member lists and records
– trade secrets
– technical information
– products
– pricing structure
– costs
– copyrights and other intellectual property and other proprietary information.
B. Confidential Information does not include:
– matters of public knowledge that result from disclosure by AFIIG
– information rightfully received by Online viewer from a third party without a duty of
confidentiality
– information independently developed by Online viewer
– information disclosed by operation of law
– information disclosed by Online viewer with the prior written consent of AFIIG and any other information that both parties agree in writing is not confidential.
II. PROTECTION OF CONFIDENTIAL INFORMATION. Online viewer understands and acknowledges that the Confidential Information has been developed or obtained by AFIIG by the investment of significant time, effort and expense, and that the Confidential Information is a valuable, special and unique asset of AFIIG which provides AFIIG with a significant competitive advantage, and needs to be protected from improper disclosure. In consideration for the disclosure of the Confidential Information, Online viewer agrees to hold in confidence and to not disclose the Confidential Information to any person or entity without the prior written consent of AFIIG. In addition, Online viewer agrees that:
i. No Copying/Modifying. Online viewer will not copy or modify any Confidential Information without the prior written consent of AFIIG.
ii. Application to members. Further, Online viewer shall not disclose any Confidential
Information to any friends/families of Online viewer, except those witness who are required to have the Confidential Information in order to sign as witness in connection with the limited purposes of this Agreement. Each permitted witness to whom Confidential Information is disclosed shall sign a non-disclosure agreement substantially the same as this Agreement at the request of AFIIG.
iii. Unauthorized Disclosure of Information. If it appears that Online viewer has disclosed (or has threatened to disclose) Confidential Information in violation of this Agreement, AFIIG shall be entitled to an injunction to restrain Online viewer from disclosing, in whole or in part, the Confidential Information. AFIIG shall not be prohibited by this provision from pursuing other remedies, including a claim for losses and damages.
III. RETURN OF CONFIDENTIAL INFORMATION. Upon the written request of AFIIG, Online viewer shall return to AFIIG all written materials containing the Confidential Information. Online viewer shall also deliver to AFIIG written statements signed by Online viewer certifying that all materials have been returned within five (5) days of receipt of the request.
IV. NO WARRANTY. Online viewer acknowledges and agrees that the Confidential Information is provided on an AS IS basis. AFIIG MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE CONFIDENTIAL INFORMATION AND HEREBY EXPRESSLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OF BUSINESS PLANS AND PROJECTIONS FOR PARTICULAR PURPOSE. IN NO EVENT SHALL AFIIG BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, OR CONSEQUENTIAL LOSS IN CONNECTION WITH OR ARISING OUT OF THE PERFORMANCE OR USE OF ANY PORTION OF THE CONFIDENTIAL INFORMATION. AFIIG does not represent or warrant that any business plans disclosed to Online viewer will be marketed or carried out as disclosed, or at all. Any actions taken by Online viewer in response to the disclosure of the Confidential Information shall be solely at the risk of Online viewer.
V. LIMITED LICENSE TO USE. Online viewer shall not acquire any intellectual property rights under this Agreement except the limited right to use set out above. Online viewer acknowledges that, as between AFIIG and Online viewer, the Confidential Information and all related copyrights and other intellectual property rights, are (and at all times will be) the property of AFIIG, even if suggestions, comments, and/or ideas made by Online viewer are incorporated into the Confidential Information or related materials during the period of this Agreement.
VI. GENERAL PROVISIONS. This Agreement sets forth the entire understanding of the parties regarding confidentiality. The obligations of confidentiality shall survive 10 year(s) from April 1st 2013. Any amendments must be in writing and signed by both parties. This Agreement shall be construed under the laws of the State of Illinois. This Agreement shall not be assignable by either party, and neither party may delegate its duties under this Agreement, without the prior written consent of the other party. The confidentiality provisions of this Agreement shall remain in full force and effect after the effective date of this Agreement.