CONFIDENTIAL AND PROPRIETARY INFORMATION AGREEMENT BMS DIRECT, INC.
This Agreement effective _________, 2005, is between the_____________________, (the "Customer"), and BMS DIRECT, INC., a Virginia Corporation ("Best-MS"). Customer has placed with Best-MS, Customer's mailing list or lists and other information related to such mailing list, all of which lists and other information are referred to in this Agreement as the "Confidential Information". 1. Best-MS agrees that: a. The Confidential Information when in the possession of Best-MS shall remain the property of the Customer; b. To treat the Confidential Information as confidential and to use reasonable care not to divulge such information to any third party, such care to be commensurate with the care exercised by Best-MS with respect to the preservation of its own confidential information of similar kind; c. To restrict the use of the Confidential Information to matters related to the services performed by Best-MS for the Customer; and d. To restrict access to such information to employees of Best-MS whose access is reasonably necessary in the provision by Best-MS of services to the Customer. 2. Best-MS disclosure of Confidential Information in response to a valid subpoena, summons or order of a court or other governmental body of the United States, or any political subdivision thereof, or as otherwise required by law, shall not be considered a breach of this Agreement. Best-MS shall maintain reasonable security procedures to prevent the loss, disclosure, or commingling of the Confidential Information, and shall notify the Customer in writing five (5) business days of the discovery of any such loss, disclosure or commingling. Best-MS security procedures shall be commensurate with the care exercised by Best-MS with respect to the protection of its own confidential information of similar kind. This Agreement shall be construed and the legal relations between the parties hereto determined in accordance with the laws of the Commonwealth of Virginia. This Agreement reflects the complete agreement of the Customer and Best-MS with respect to the subject matter hereof, and there are no other such agreements, written or oral. This Agreement may not be amended, supplemented, released, discharged, abandoned, changed or modified in any manner orally or otherwise, except by an instrument in writing of concurrent or subsequent dates signed by the duly authorized officers or representatives of the Customer and Best-MS. Customer: ______________________________________ By Authorized Representative: _______________________________________ Printed Authorized Representative: _______________________________________ Title: _______________________________________ Vendor: _______________________________________ By Authorized Representative: _______________________________________ Printed Authorized Representative: ________________________________________ Title: ________________________________________
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