Sample Business Confidentiality Unilateral Agreement

This Confidentiality Agreement is made and effective this ___ day of ________, 200__
between Progress Energy Service Company, LLC (collectively with its parent, subsidiary and
affiliate companies, the “Owner”), with its principal offices in Raleigh, North Carolina, and
__________________, (hereinafter "Recipient"), with its principal offices in _____________.
In consideration for the disclosures to be made under this Agreement by Owner to
Recipient, and other good and valuable consideration, the receipt and sufficiency of which is
acknowledged by Recipient, the parties hereby agree as follows:
1. Any disclosure of any kind and in any form, whether oral, visual or fixed, made directly
or indirectly by Owner to Recipient related to [ENTER DESCRIPTION OF THE
PROJECT OR ACTIVITY] (hereinafter the "Information") shall be held by Recipient
on a strictly confidential basis. Recipient agrees to use the Information only for the
purpose described in this Section 1 and for no other purpose whatsoever without the prior
written consent of Owner.
2. Recipient agrees that the Information is the confidential and valuable trade secret
information of Owner or its suppliers. Recipient shall take all necessary steps to protect
the confidential nature of the Information. Recipient shall only disclose the Information
to its employees that have executed a written confidentiality agreement in a form
substantially the same as this Non-Disclosure Agreement on a "need to know" basis, and
shall not disclose the Information to any other party without the prior written consent of
Owner. Recipient shall inform each of its employees having access to the Information of
its proprietary nature and shall also inform such employees of the obligations set forth in
this Agreement restricting disclosure, use and handling of the Information. Recipient
agrees that it shall not make any copies of the Information in whole or in part except as
necessary for the purpose described above, and agrees to return the Information and all
copies to Owner after it is no longer needed, or upon request by Owner.
3. Recipient shall immediately report any disclosure of the Information in violation of this
Agreement to Owner in writing. Recipient agrees to take all reasonable steps to minimize
the adverse effects of any such disclosure, and to fully cooperate with Owner in its efforts
to minimize such adverse effects. Recipient shall also indemnify Owner against any costs
(including legal fees), damages or other expenses arising out of any improper use or
unauthorized disclosure of the Information or any remedial efforts undertaken by Owner.
4. Recipient agrees that any disclosure of the Information in violation of this Agreement will
cause irreparable harm to Owner. Recipient therefore agrees that, in addition to any other
remedy which Owner may be at law or in equity, the Owner shall be entitled to injunctive
relief without posting any bond.
5. The provisions set forth above shall not apply to (a) information that Recipient can show
Sample Business Confidentiality Unilateral Agreement Page 1
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