Documents

ICV ("us") and ___________________________________ ("you", "Client") hereby agree as follows:

For all purposes in this agreement, "Trade secrets" shall mean all documentation, software, know-how and information relating to your past, present, or future business, or relating to the past, present, or future business of a third party.

1. In accordance with our terms of business, during our relationship with you and thereafter, we shall treat trade secrets confidentially and shall not disclose them without your prior written permission, or use trade secrets for any purpose other than for the performance of work and services for you.
2. Your trade secrets are your sole and exclusive property. We shall surrender possession of all such trade secrets to you upon demand.
3. During our relationship with you, we shall not perform services directly or indirectly for any person competing directly or indirectly with you; shall not perform any services for any entity owned, directly or indirectly by anyone competing, either directly or indirectly with you; compete, directly or indirectly with any products or services marketed or offered by you; and or engage in activities that could be deemed to be a conflict of interest.
4. We may possess proprietary information of third parties and that we may have ongoing obligations to them. You agree that we shall honor such ongoing obligations and that we shall not disclose to you any such proprietary information.

In the event that any provision of this agreement is determined to be unenforceable by a court of competent jurisdiction, it shall not affect the remainder of the agreement.