SCHA Non-Disclosure Agreement.docx

State Housing Finance and Development Authority Non-Disclosure Agreement for Contractors and Vendors

This Contractor/Vendor Non-Disclosure Agreement (Agreement) is between:

State Housing Finance and Development Authority 300-C Outlet Pointe Blvd.

Columbia, SC 29210 (SC Housing)

AND

Name:

Address:

and its owners, officers, employees, subcontractors, consultants, and any other agent (Contractor/Vendor).

Both SC Housing and the Contractor/Vendor are described collectively as the “Parties.”

FOR AND IN CONSIDERATION of the mutual covenants contained herein, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. STATUS. This Agreement does not create a relationship of employer and employee, principal and agent, partnership or joint venture, or any other fiduciary relationship. The Contractor/Vendor does not have any authority to act as an agent for SC Housing or to bind SC Housing in any manner. The Contractor/Vendor is not the owner of any of the information that may be disclosed by SC Housing or discovered by Contractor/Vendor and is strictly performing work at and in SC Housing’s offices, which benefits SC Housing directly or indirectly and may be outlined in a separate agreement that SC Housing may or may not be a party to. In the event of any conflict or inconsistency between the provisions of this Agreement and any other separate agreement, the provisions of this Agreement shall prevail.

2. CONFIDENTIAL INFORMATION. For the purposes of this Agreement, the term “Confidential Information” includes but is not be limited to any non-public information disclosed to or discovered by the Contractor/Vendor in the course of its work performed at and in SC Housing’s offices, whether in writing, verbally, electronically, or any other means, that is designated as confidential or should be reasonably considered confidential under the circumstances. Confidential Information may include but is not limited to documents, records, personally identifiable information, financial data, pricing information, trade secrets, customer lists, customer and client applications, technical specifications, contracts, compilations, schedules, plans, designs, studies, formulas, methodologies, prototypes, drawings, models, processes, procedures, and any other information that is not publicly available and is related to SC Housing’s operations or assets. Confidential Information also includes any and all work products or material prepared by or in the possession or control of the Contractor/Vendor that contain, include, refer to, appear to be like, or are generated from any Confidential Information.

3. NON-DISCLOSURE. The Contractor/Vendor shall not disclose any Confidential Information, directly or indirectly, to any third party without the prior written consent of SC Housing and agrees to maintain the confidentiality of Confidential Information. The Contractor/Vendor shall not use any Confidential Information for the benefit of Contractor/Vendor or for any entity other than SC Housing and agrees to exercise reasonable care in safeguarding the Confidential Information and to implement security measures to prevent unauthorized access, use, or disclosure.

4. PROPERTY RIGHTS. All property rights, including but not limited to trademarks, copyrights, patents, and other intellectual property rights (including any pending application thereof) in any work of Contractor/Vendor produced for SC Housing shall be the property of SC Housing. If a separate agreement exists that states otherwise, then it must be shared with SC Housing before the commencement of any work so that SC Housing can assess whether the work outlined therein affects any rights of SC Housing. Contractor/Vendor also agrees to waive any and all rights to the identification of authorship, approval, restriction or limitation on use, and subsequent modifications.

5. TERM AND TERMINATION. This Agreement shall commence on the Effective Date and shall continue in perpetuity, unless terminated in writing by SC Housing. Termination of this Agreement does not relieve the Contractor/Vendor of its obligations with respect to any Confidential Information received prior to the termination.

6. NON-SOLICITATION AND NON-COMPETE. During the term of this Agreement or after any termination, the Contractor/Vendor shall not, without the prior written consent of SC Housing, solicit, attempt to solicit, divert or hire away any person employed by the SC Housing or any customer or client of SC Housing.

7. REMEDIES. The Contractor/Vendor understands and agrees that any use or dissemination of Confidential Information in violation of this Agreement may cause irreparable harm to SC Housing for which monetary damages may be inadequate. Therefore, SC Housing shall be entitled to seek injunctive relief, in addition to any other remedies available at law or in equity, to prevent or restrain any breach or threatened breach of this Agreement. Upon request of SC Housing or termination of this Agreement, the Contractor/Vendor shall promptly return or destroy all Confidential Information in its possession or control, including any copies or reproductions thereof.

8. GOVERNING LAW AND JURISDICTION. This Agreement shall be governed by the laws of South Carolina. Any dispute arising out of or in connection with this Agreement is subject to the jurisdiction of the courts of South Carolina.

9. SEVERABILITY. If a court of competent jurisdiction makes a final determination that any provision of this Agreement (or any portion thereof) is invalid, illegal or unenforceable, then the validity, legality, and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby.

10. ENTIRE AGREEMENT. The Parties agree that this Agreement expresses the entire agreement between the Parties and that there is no agreement, oral or otherwise, modifying the terms herein.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on this _______ day ____________________, 20_____ (Effective Date).

Contractor/Vendor SC Housing

By: By:

Title: Title: