CONFIDENTIALITY AGREEMENT

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Sender's Name

CONFIDENTIALITY AGREEMENT

THIS CONFIDENTIALITY AGREEMENT, made and entered into this AGREEMENT DATE, by and between SENDER'S NAME, whose address or principal office is at: SENDER'S ADDRESS, and RECEIVER'S NAME, whose address or principal office is at: RECEIVER'S ADDRESS, each, in connection with the Confidential Information disclosed by it or on its behalf, a “Discloser”; and, each, in connection with the Confidential Information received by it or on its behalf, a “Recipient”; and, together, the “Parties”.

WHEREAS, each Party to this Agreement, may be receiving, or has previously received, from the other Party or its officers, directors, agents, employees, affiliates or representatives, including advisers and legal counsel (collectively, “Representatives”) information of a confidential and non-public nature including but not limited to financial, accounting, organizational, production, marketing, and technical information for use by it and its Representatives in connection with a proposed relationship regarding the providing of insurance products and services (the “Transaction”), and the Parties desire to protect the confidentiality of such information in accordance with the terms of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, the Parties hereby agree as follows:

  1. Confidential Information Defined. Each Party may receive, or has already received, certain non-public and confidential information from the other Party or its Representatives, including but not limited to financial information, market projections, business and contractual information, technical data or other confidential or proprietary information, in each case relating to the Transaction. All such financial, technical or other information thus supplied and designated in writing by the Discloser as “Confidential” is hereinafter called the “Confidential Information”. Information conveyed orally shall be covered hereunder to the extent designated as Confidential at the time of such oral conveyance and reduced to writing and so designated by the Discloser within thirty (30) days of disclosure.
  2. Nondisclosure Obligation. The Recipient shall keep all Confidential Information received by it confidential and shall not disclose such information, in whole or in part, to any person other than its Representatives without the prior written consent of Discloser. The information shall be used by the Recipient solely in connection with its evaluation of the Transaction, and shall not be used for the Recipient’s own benefit or for any other purpose. The Recipient shall cause all its Representatives to observe the terms of this Agreement and shall be responsible for any breach of the terms of this Agreement by it or its Representatives.
  3. Exceptions to Confidentiality.
    • (a) This Agreement imposes no obligation upon the Recipient with respect to any Confidential Information disclosed under this Agreement that:
      • (i) was known to the Recipient or was in the Recipient’s possession before receipt from the Discloser or its Representatives, excluding Confidential Information provided by Discloser relating to the Transaction provided before execution of this Agreement, which is still subject to this Agreement;
      • (ii) was, is or becomes a matter of public knowledge through no fault or violation of the Recipient;
      • (iii) is rightfully received by the Recipient from a third party who, to the Recipient’s knowledge, is not under a duty of confidentiality to the Discloser;
      • (iv) is disclosed by the Discloser or its Representatives to a third party without a duty of confidentiality to the Discloser imposed on such third party; or,
      • (v) is independently developed by the Recipient or its Representatives.
    • (b) The Recipient may disclose Confidential Information to the extent such disclosure is required by law, rule (including any stock exchange rule), regulation or applicable legal process; provided however, that, if permissible, the Recipient shall give prompt written notice of any such request for such information to the Discloser, and agrees to cooperate with Discloser, at the Discloser’s expense, to the extent permissible and practicable, to challenge the request or limit the scope of disclosure, as the Discloser may reasonably deem appropriate.
  4. No Representations or Further Obligations. Each Discloser warrants that it has the right to make the disclosures to be made by it or on its behalf under this Agreement. All disclosures made hereunder are at the sole discretion of the Discloser. The Discloser does not make any covenants, warranties or representations with respect to the accuracy or completeness of any Confidential Information disclosed hereunder, and the Discloser shall have no liability to the Recipient arising out of the use of Confidential Information supplied under this Agreement except to the extent set forth in a definitive agreement duly executed by the Parties with respect to the Transaction. It is understood that this Agreement does not obligate the Recipient to enter into any further agreements or to proceed with the Transaction or any other possible relationship or other transaction with the Discloser. No joint venture or partnership shall be inferred by this Agreement. Nothing contained herein shall in any way limit the rights or activities of either Party to deal directly with any third party so long as it complies with its obligations hereunder. The Parties shall be free at all times to hold negotiations or enter into agreements with any other persons, including with respect to the Transaction under discussion by the Parties, and any such activities shall not be a breach of this Agreement or of any obligations owed to the other Party hereunder, so long as the confidentiality obligations are met by such Party.
  5. Return or Destruction of Information. Within thirty (30) days upon receipt of a written request of the Discloser, the Recipient shall return or destroy all copies of the Confidential Information. One copy may be retained in the files of the Recipient’s legal counsel and Recipient may retain internal materials containing Confidential Information such as, for example, credit requests, approval papers and analyses that were prepared in connection with the Transaction by the Recipient or its Representatives.
  6. Termination. This Agreement covers only Confidential Information that is disclosed on or after the date of this Agreement. The Recipient’s obligations with respect to the Confidential Information received under this Agreement expire on the earlier of (a) the first (1st) anniversary of the date hereof and (b) the execution of a definitive agreement containing confidentiality provisions between the parties in connection with the Transaction. In addition, the Parties may terminate their obligations hereunder upon a date mutually agreed in writing.
  7. Waivers, Amendments, & Assignments. All amendments, modifications or waivers of any obligations to this Agreement must be made in writing and must be signed by both Parties. No failure or delay by either Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder. This Agreement may not be assigned by either Party without the prior written consent of the other and shall be binding on, and inure to the benefit of, the respective successors of the Parties thereto.
  8. Remedies. Recipient, in regards to its confidentiality obligations herein, acknowledges that Discloser would be irreparably injured by a breach of this Agreement by the Recipient. The Recipient acknowledges that money damages would not be a sufficient remedy for any breach of this Agreement, and that, accordingly, in the event of any such breach or threatened breach, the Discloser shall be entitled to equitable relief, including an injunction or specific performance. Any such relief shall be in addition to, and not in lieu of, money damages or any other legal or equitable remedy available to Discloser.
  9. Governing Law; Disputes. This Agreement is made subject to and shall be construed under the laws of the State of Arizona, without giving effect to its principles or rules regarding conflicts of laws. Further, the state and federal courts situated in the State of Arizona shall have exclusive jurisdiction to resolve any disputes with respect to this Agreement or the Confidential Information with each Party irrevocably consenting to the jurisdiction thereof for any actions, suits or proceedings arising out of or relating to this Agreement or the Confidential Information. In the event of any litigation hereunder, the prevailing Party shall be entitled to costs and reasonable attorney’s fees.
  10. Miscellaneous. If any one or more provisions of this Agreement are determined to be invalid, illegal or unenforceable in any respect, the remaining provisions of this Agreement shall remain in effect and shall not be affected by such invalidity, illegality or unenforceability. This Agreement (a) constitutes the entire agreement of the Parties with respect to the subject matter and supersedes any prior agreement or understanding with respect to the subject matter hereof and (b) may be signed in two or more counterpart originals, each of which shall constitute an original document but all of which together shall constitute but one and the same instrument. Signatures of the Parties transmitted by facsimile or electronic scan transmission in .pdf format shall be considered binding.

IN WITNESS WHEREOF, the Parties have executed this Agreement on the date and year first above written.

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