Confidentiality and Non-Disclosure Agreement
This Confidentiality and Non-Disclosure Agreement (the “Agreement”) is made and entered into by and between FNMedia Ltd Co. (“FNMedia”), located at [Insert FNMedia’s Physical Address], and the undersigned client (“Client”).
1. Purpose
The purpose of this Agreement is to ensure the protection of all Confidential Information exchanged between FNMedia and the Client, whether in connection with a service-based project, the sale of tangible products (such as apparel), or any other business relationship. This Agreement is designed to secure the privacy of the Client’s information, adhere to stringent data protection standards, and establish clear guidelines for the use and handling of all shared data.
2. Definition of Confidential Information
For the purpose of this Agreement, “Confidential Information” shall be broadly defined to include, but is not limited to, any and all information, materials, and data, in any form, that is disclosed by either party to the other. This includes, but is not limited to:
- Client Information: Personal data, customer lists, business plans, marketing strategies, financial information, and any other proprietary information related to the Client’s business.
- Services Information: All details related to project scopes, strategies, creative concepts, intellectual property, work-in-hire, and all materials created or developed by FNMedia for the Client.
- Product Information: Any proprietary designs, logos, or specifications for tangible products, such as apparel, developed in partnership with FNMedia.
- Payment Data: All payment information, including credit card details, processed by FNMedia on behalf of the Client.
3. Obligations of Confidentiality and Security
FNMedia agrees to:
- Digital Privacy & Information Security: Hold all Confidential Information in the strictest confidence and take all reasonable precautions to prevent its unauthorized use, disclosure, or dissemination. This includes implementing administrative, technical, and physical safeguards to protect data integrity and privacy.
- No Sale of Information: FNMedia will never sell, rent, or lease any Client’s personal or confidential information to any third party for marketing or any other purpose.
- Adherence to PCI DSS: All payment card data is handled in strict accordance with the Payment Card Industry Data Security Standard (PCI DSS). FNMedia’s payment processing partners are responsible for storing and transmitting cardholder data securely. FNMedia will not store full credit card numbers, CVV codes, or expiration dates on our systems.
- Disclosure Restrictions: Disclose Confidential Information only to employees, contractors, and third parties on a strict “need-to-know” basis, and only after such individuals have signed a similar confidentiality and non-disclosure agreement.
- Handling of Tangible Products: All proprietary designs or logos provided for products like apparel will be used exclusively for the purpose of fulfilling the Client’s order and will not be shared or repurposed without the Client’s explicit written consent.
4. Exclusions from Confidential Information
The obligations of this Agreement do not apply to information that:
a. Is or becomes publicly known without a breach of this Agreement by the Receiving Party. b. Was known to the Receiving Party prior to its disclosure by the Disclosing Party. c. Is disclosed to the Receiving Party by a third party who has the right to make such a disclosure. d. Is independently developed by the Receiving Party without the use of or reference to the Disclosing Party’s Confidential Information. e. Is required to be disclosed by law, regulation, or court order, provided that the Receiving Party gives prompt written notice to the Disclosing Party to allow them to seek a protective order or other appropriate remedy.
5. Term
This Agreement shall be in effect from the date of the first disclosure of Confidential Information and shall continue indefinitely, even after the termination of our business relationship.
6. Return of Materials
Upon written request from the Disclosing Party, the Receiving Party will promptly return or destroy all documents, files, and other materials containing Confidential Information.
7. Clauses
- Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of South Carolina, without regard to its conflict of laws principles.
- Injunctive Relief: The parties acknowledge that any breach of this Agreement may cause irreparable harm for which monetary damages would be an inadequate remedy. Therefore, the non-breaching party shall be entitled to seek injunctive relief to prevent or stop any such breach, in addition to any other remedies available at law or in equity.
- Entire Agreement: This document constitutes the entire agreement between the parties regarding the subject matter herein and supersedes all prior discussions, agreements, or understandings, whether oral or written.
- Severability: If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will continue in full force and effect.
- Waiver: A waiver by either party of any breach of this Agreement will not be a waiver of any subsequent breach.
FNMEDIA LTD CO fnmedia.us/ [2025 AUGUST 08]