1. Definition of Confidential Information
"Confidential Information" means any non-public information disclosed by either Party to the other, whether orally, in writing, electronically, or by observation, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure. Confidential Information includes, without limitation:
Client's business, financial, operational, strategic, organizational, and personnel information;
VMS's methodologies, frameworks, tools, templates, and business processes;
The existence, nature, and terms of the engagement between the Parties (subject to Section 5 below);
Any information exchanged in connection with the engagement that is not otherwise publicly available.
2. Exclusions
Confidential Information does not include information that:
(a) is or becomes publicly available through no fault of the receiving Party;
(b) was already known to the receiving Party prior to disclosure, as shown by written records;
(c) is independently developed by the receiving Party without use of the disclosing Party's Confidential Information; or
(d) is rightfully received from a third party without breach of any confidentiality obligation.
3. Obligations
Each Party agrees to:
(a) use the other Party's Confidential Information solely for purposes of performing or receiving services under the engagement;
(b) not disclose the other Party's Confidential Information to any third party without prior written consent, except as permitted under Section 5;
(c) limit access to Confidential Information to personnel, contractors, or advisors with a legitimate need to know, who are themselves bound by confidentiality obligations at least as protective as this Agreement; and
(d) apply reasonable administrative, technical, and physical safeguards to protect the confidentiality of the information.
4. Term
This Agreement is effective as of the Effective Date and continues for the duration of the engagement and for two (2) years following its completion or termination, except that obligations relating to trade secrets shall continue for as long as the information remains a trade secret under applicable law.
5. Permitted Disclosures
Nothing in this Agreement restricts disclosures that are:
(a) required by applicable law, subpoena, or court order (provided the disclosing Party gives the other Party reasonable advance notice where legally permitted, to allow an opportunity to object or seek protective treatment);
(b) required by governmental or regulatory authorities;
(c) reasonably necessary to a Party's attorneys, accountants, insurers, lenders, or professional advisors who are bound by confidentiality obligations; or
(d) otherwise authorized in writing by the disclosing Party.
6. Non-Publicity
6.1 Confidentiality of the VMS–Client Relationship. VMS considers the existence and nature of its professional consulting relationships to be confidential unless otherwise agreed in writing. VMS does not ordinarily publicly identify its clients, announce engagements, use a client's name or logo in advertising, publish case studies, or otherwise use a client engagement for promotional purposes without appropriate authorization.
Unless VMS provides prior written authorization, Client shall not publicly advertise, announce, promote, publish, market, or otherwise disclose that VMS has been retained or is providing services to Client, including through company websites, social media, press releases, advertising, podcasts, interviews, newsletters, public presentations, investor-facing materials, or other public communications. Client shall not use the VMS name, logo, branding, trademarks, or images of VMS personnel in public or promotional communications without prior written authorization.
6.2 Internal Disclosures. Client may disclose VMS's involvement to individuals participating in or supporting the engagement, including owners, executives, officers, directors, employees, contractors, attorneys, accountants, insurance professionals, financial professionals, lenders, and other professional advisors, provided such disclosures are limited to those with a legitimate business need to know.
7. Return or Destruction of Information
Upon written request or upon termination of the engagement, each Party shall, at the disclosing Party's election, return or destroy all Confidential Information in its possession, except for copies retained as required by law, regulation, internal record-keeping policy, or automated backup systems, which shall remain subject to this Agreement's confidentiality obligations.
8. No License or Ownership Transfer
Nothing in this Agreement grants either Party any right, title, license, or interest in the other Party's Confidential Information, intellectual property, or proprietary materials, except as expressly set forth in a separate written agreement.
9. Remedies
Each Party acknowledges that unauthorized disclosure or use of Confidential Information may cause irreparable harm for which monetary damages alone would be an inadequate remedy. Accordingly, in addition to any other remedies available at law or equity, the non-breaching Party shall be entitled to seek injunctive or other equitable relief to prevent or restrain any actual or threatened breach of this Agreement, without the necessity of posting bond, to the extent permitted by applicable law.
10. Relationship to Other VMS Agreements
This Agreement is intended to be read together with the VMS Client Payment Agreement, the VMS Risk Allocation, Indemnification & Limitation of Liability Agreement, and any Statement of Work executed between the Parties. These agreements are cumulative and shall be interpreted consistently with one another.
11. Governing Law & Dispute Resolution
This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of law principles. Any dispute shall be resolved in accordance with the dispute resolution provisions set forth in the VMS Client Payment Agreement between the Parties, which are incorporated herein by reference.
12. Survival
Sections 1–4, 6, 7, 9, and 11 shall survive termination or completion of the engagement.
