CONFIDENTIALITY AGREEMENT
This confidentiality agreement is made and entered into as of the effective date set forth in Section 11 below (the “Effective Date”), by and between Highest Dimension Healing, LLC (“HDH”) and the undersigned individual (“Advisor,” and together with HDH, the “Parties,” and each, a “Party”).
Agreement
The Parties hereby agree that:
1. In this agreement:
(a) “Client” means person who HDH or a member or other affiliate of HDH introduces to the Advisor for advice or other services.
(b) “Covered Information” includes
(i) any identifying information of a Client,
(ii) any contents of
(A) a Covered Communication or
(B) a Covered Document, and
(iii) any information that
(A) is about, describes, or summarizes
(I) a Covered Communication,
(II) a Covered Document,
(III) a Client’s introduction to or relationship with the Advisor, or
(IV) the Advisor’s services to a Client,
(B) a Client reasonably expects to be or remain confidential, or
(C) applicable law requires a Party
(I) to keep confidential or
(II) to protect from disclosure.
(c) “Covered Communication” means communication that
(i) contains Covered Information,
(ii) concerns or involves a Client,
(iii) is between
(A) HDH and the Advisor,
(B) HDH and a Client, or
(C) the Advisor and a Client,
(iv) is among HDH, the Advisor, and a Client,
(v) a Client reasonably expects to be or remain confidential, or
(vi) applicable law requires a Party
(A) to keep confidential or
(B) to protect from disclosure.
(d) “Covered Document” means document, file, or other thing (whether tangible or intangible) that
(i) contains Covered Information,
(ii) concerns or involves a Client,
(iii) is created or maintained as a part of
(A) a Client’s introduction to or relationship with the Advisor or
(B) the Advisor’s services to a Client,
(iv) a Client reasonably expects to be or remain confidential, or
(v) applicable law requires a Party
(A) to keep confidential or
(B) to protect from disclosure.
2. The Advisor shall keep the following confidential:
(a) all Covered Information,
(b) every Covered Communication, and
(c) every Covered Document.
3. The Advisor shall use reasonable care to avoid the disclosure of
(a) Covered Information,
(b) any Covered Communication, or
(c) any Covered Document.
4. Notwithstanding Sections 2 and 3 of this agreement, the Advisor may disclose Covered Information, a Covered Communication, or a Covered Document relating to a Client to HDH or a person that HDH designates if
(a) doing so is necessary for the Advisor to provide services to the Client or
(b) applicable law requires the Advisor to do so.
5. The Advisor shall not use any of the following relating to a Client for a purpose other than providing services to the Client:
(a) Covered Information,
(b) a Covered Communication, or
(c) a Covered Document.
6. The internal law of the State of Connecticut governs
(a) this agreement,
(b) the validity, interpretation, construction, performance, and enforcement of this agreement,
(c) any claim or dispute arising under or from this agreement,
(d) any claim or dispute arising from
(i) a breach of an obligation arising under or from this agreement,
(ii) the inaccuracy of any representation, warranty, or statement of fact that was made
(A) in or in connection with this agreement or
(B) to induce a Party to enter into this agreement,
(iii) the negotiation, execution, or performance of this agreement, or
(iv) the Advisor’s handling, use, or disclosure of
(A) Covered Information,
(B) a Covered Communication, or
(C) a Covered Document.
7. The courts of or in the State of Connecticut have exclusive jurisdiction of any matter relating to or involving
(a) this agreement,
(b) the validity, interpretation, construction, performance, and enforcement of this agreement,
(c) any claim or dispute arising under or from this agreement,
(d) any claim or dispute arising from
(i) a breach of an obligation arising under or from this agreement,
(ii) the inaccuracy of any representation, warranty, or statement of fact that was made
(A) in or in connection with this agreement or
(B) to induce a Party to enter into this agreement,
(iii) the negotiation, execution, or performance of this agreement, or
(iv) the Advisor’s handling, use, or disclosure of
(A) Covered Information,
(B) a Covered Communication, or
(C) a Covered Document.
8. Each Party waives any right to trial by jury in any matter relating to or involving
(a) this agreement,
(b) the validity, interpretation, construction, performance, and enforcement of this agreement,
(c) any claim or dispute arising under or from this agreement,
(d) any claim or dispute arising from
(i) a breach of an obligation arising under or from this agreement,
(ii) the inaccuracy of any representation, warranty, or statement of fact that was made
(A) in or in connection with this agreement or
(B) to induce a Party to enter into this agreement,
(iii) the negotiation, execution, or performance of this agreement, or
(iv) the Advisor’s handling, use, or disclosure of
(A) Covered Information,
(B) a Covered Communication, or
(C) a Covered Document.
9. The Advisor hereby acknowledges that, and the Parties stipulate that, if there is a breach by the Advisor of an obligation arising under or from this agreement, then:
(a) the breach will threaten to inflict imminent, irreparable harm on HDH;
(b) the breach will inflict irreparable harm on HDH unless a court grants equitable relief from the breach; and
(c) requiring HDH to prove either of the following will, by delaying a grant of equitable relief from the breach, cause HDH to suffer irreparable harm before such relief is or can be granted:
(i) the breach threatens to inflict imminent, irreparable harm on HDH or
(ii) the breach will inflict irreparable harm HDH.
10. If the Parties sign this agreement in several counterparts, then each of them will be deemed to be an original but all of them will constitute one instrument.
11. This agreement is enforceable as of the date on which the Advisor signs this agreement.
12. The Advisor hereby acknowledges that this agreement is enforceable even if HDH neither countersigns this agreement nor signs a counterpart of this agreement.
13. This agreement
(a) comprises the Parties’ entire understanding on the subject matter of this agreement and
(b) supersedes any other agreement, whether written or oral, between the Parties.
IN WITNESS WHEREOF:
The Parties are signing this agreement on the dates that are immediately below their signatures.
