NOW, THEREFORE, in consideration of being given access to the Confidential Information in connection with the funding request Agreement, and for other good and valuable consideration, the receipt and sufficiency of which the parties acknowledge the individual do hereby agree as follows:1. Confidential Information means any and all information provided by or made available by Our Caring Hands to the beneficiary in connection with the project proposal Agreement, regardless of the form, format, or media on or in which the Confidential Information is provided and regardless of whether any such Confidential Information is marked as such. Confidential Information includes, by way of example only, information that the beneficiary views, takes notes from, copies (if Our Caring Hands agrees in writing to permit copying), possesses or is otherwise provided access to and use of by Our Caring Hands in relation to the project proposal Agreement.2. Beneficiary shall not, without Our Caring Hands’ prior written consent, copy, disclose, publish, release, transfer, disseminate, use, or allow access for any purpose or in any form, any Confidential Information provided by Our Caring Hands except for the sole and exclusive purpose of performing under the project proposal Agreement. Beneficiary shall limit access to the Confidential Information to the beneficiary Personnel who have a demonstrable need to know such Confidential Information in order to perform under the project proposal Agreement and who have agreed in writing to be bound by the disclosure and use limitations pertaining to the Confidential Information. The names of the Beneficiary Personnel are attached hereto and made a part hereof as Exhibit A. Each individual whose name appears on Exhibit A shall execute a copy of this Agreement and thereby be subject to the terms and conditions of this Agreement to the same extent as the Beneficiary. Beneficiary shall update Exhibit A by adding additional names as needed, from time to time.
3. If the Beneficiary intends to disseminate any portion of the Confidential Information to non-employee agents who are assisting in the TO Contractor’s performance who will otherwise have a role in performing any aspect of the project proposal, the Beneficiary shall first obtain the written consent of Our Caring Hands to any such dissemination. Our Caring Hands may grant, deny, or condition any such consent, as it may deem appropriate in its sole and absolute subjective discretion.4. Beneficiary hereby agrees to hold the Confidential Information in trust and in strictest confidence, to adopt or establish operating procedures and physical security measures, and to take all other measures necessary to protect the Confidential Information from inadvertent release or disclosure to unauthorized third parties and to prevent all or any portion of the Confidential Information from falling into the public domain or into the possession of persons not bound to maintain the confidentiality of the Confidential Information.5. Beneficiary shall promptly advise Our Caring Hands in writing if it learns of any unauthorized use, misappropriation, or disclosure of the Confidential Information by any of the Beneficiary Personnel or the Beneficiary former Personnel. Beneficiary shall, at its own expense, cooperate with Our Caring Hands in seeking injunctive or other equitable relief against any such person(s).6. Beneficiary shall, at its own expense, return to the Department, and all copies of the Confidential Information in its care, custody, control or possession upon request of the Department or on termination of the Beneficiary.
7. A breach of this Agreement by the Beneficiary or by the Beneficiary Personnel shall constitute a breach of the project proposal Agreement between the Beneficiary and Our Caring Hands.
8. Beneficiary acknowledges that any failure by the Beneficiary or the Beneficiary Personnel to abide by the terms and conditions of use of the Confidential Information may cause irreparable harm to Our Caring Hands and that monetary damages may be inadequate to compensate Our Caring Hands for such breach. Accordingly, the Beneficiary agrees that Our Caring Hands may obtain an injunction to prevent the disclosure, copying or improper use of the Confidential Information. The Beneficiary consents to personal jurisdiction in the Maryland State Courts. Our Caring Hands’ rights and remedies hereunder are cumulative and Our Caring Hands expressly reserves any and all rights, remedies, claims and actions that it may have now or in the future to protect the Confidential Information and/or to seek damages from the Beneficiary and the Beneficiary Personnel for a failure to comply with the requirements of this Agreement. In the event Our Caring Hands suffers any losses, damages, liabilities, expenses, or costs (including, by way of example only, attorneys’ fees and disbursements) that are attributable, in whole or in part to any failure by the Beneficiary or any of the Beneficiary Personnel to comply with the requirements of this Agreement, the Beneficiary shall hold harmless and indemnify Our Caring Hands from and against any such losses, damages, liabilities, expenses, and/or costs.9. Beneficiary and each of the Beneficiary Personnel who receive or have access to any Confidential Information shall execute a copy of an agreement substantially similar to this Agreement and the Beneficiary shall provide originals of such executed Agreements to Our Caring Hands.
10.The parties further agree that:
a) This Agreement shall be governed by the laws of the land and Our Caring Hands bylaws;
b) The rights and obligations of the Beneficiary under this Agreement may not be assigned or delegated, by operation of law or otherwise, without the prior written consent of Our Caring Hands;
c) Our Caring Hands makes no representations or warranties as to the accuracy or completeness of any Confidential Information;
d) The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement;
e) Signatures exchanged by facsimile are effective for all purposes hereunder to the same extent as original signatures; and
f) The Recitals are not merely prefatory but are an integral part hereof.