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                                     CONFIDENTIALITY AGREEMENT

This Confidentiality Agreement (“Agreement”) is made between the person and/or the company requesting access over the internet to certain proprietary information belonging to the A.M. Franklin Insurance Agency, Inc (“AMF”) d/b/a AMF Risk Management Solutions, and is entered into on this date of requested access. This person and or entity as well as AMF may be referred to as the parties or separately as a “party”.

The parties are engaged in certain discussions, and will be engaged in future discussions, regarding possible business transactions and opportunities relating to Employer Stop Loss Insurance Products, cost management products and services and related health insurance products.  In the course of such discussions, each party may disclose to the other party certain non-public, confidential or proprietary information, owned by the parties, respectively (and not by any other person or entity) that would be helpful in evaluating such business transactions and opportunities.

In consideration of the mutual promises and covenants contained in this Agreement, the mutual disclosures of confidential information to each other, the parties hereto agree as follows:

  • Confidential Information and Materials
    • “Receiving Party” means the party to the Agreement receiving any Confidential Information from the other party.
    • “Disclosing Party” means the party to the Agreement disclosing any Confidential Information to the other party.
    • “Confidential Information” means non-public information of the Disclosing Party.  By way of illustration, but not limitation, such Confidential Information includes processes, formulas, reports, data, discoveries, know-how, developments, designs, inventions, techniques, marketing plans, strategies, forecasts, new products, unpublished information, budgets, handbooks, projections, prices, costs, customer and supplier lists, licenses, software and programs.  Any Confidential Information disclosed to Receiving Party by Disclosing Party’s agents and/or employees, if any, is also covered by this Agreement.
    • Notwithstanding the foregoing, the following will not constitute Confidential Information for the purposes of this Agreement: (i) confidential information of a party which is or subsequently becomes publicly available other than as a result of a disclosure by the Disclosing Party to the Receiving Party or its representatives; (ii) confidential information of a party which was available on a non-confidential basis prior to is disclosure by the Disclosing Party or its representatives to the Receiving Party as evidenced by written materials in Receiving Party’s files; or (iii) became known to Receiving Party from a source other than Disclosing Party and other than by a breach of an obligation of confidentiality owed to Disclosing Party.
    • “Confidential Materials” means all tangible materials containing Confidential Information including, without limitation, written or printed documents, reports and computer disks or tapes, whether machine or user readable.
  • Restrictions.

              

    • Receiving Party shall not use, reproduce or disclose to third parties any Confidential Information or Confidential Materials for two (2) years following the date of its disclosure by Disclosing Party to Receiving Party.

However, Receiving Party may disclose Confidential Information and Confidential Materials in accordance with judicial or other governmental order, provided Receiving Party shall give Disclosing Party reasonable notice prior to such disclosure and shall comply with any applicable protective order or equivalent obtained by Disclosing Party.

 

    • Receiving Party shall take reasonable security precautions, at least as great as the precautions it takes to protect its own confidential information, to keep confidential the Confidential Information and Confidential Materials.   Receiving Party may disclose Confidential Information and Confidential Materials only to Receiving Party’s associates on a need to know basis.  Receiving Party will have executed or shall execute appropriate written agreements with its associates sufficient to enable them to comply with all the provisions of the Agreement.
    • Confidential Information and Confidential Materials may be disclosed, reproduced, summarized or distributed only in pursuance of Receiving Party’s business relationship with Disclosing Party, and only as otherwise provided hereunder.  Receiving Party agrees to segregate all such Confidential Information and Materials from the confidential information and materials of others in order to prevent commingling.
    • Receiving Party shall not use any Confidential Information or Confidential Materials developed or disclosed under this Agreement, for itself or others, to develop any materials or programs which are competitive with Disclosing Party’s business or Disclosing Party’s Confidential Information or Confidential Materials for a period of two (2) years from the effective date of this Agreement.  This Section 2 shall survive termination of this Agreement.
  • Rights and Remedies.
    • Receiving Party shall notify Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information or Confidential Materials, or any other breach of this Agreement by Receiving Party, and will cooperate with Disclosing Party in every reasonable way to help Disclosing Party regain possession of the Confidential Information or Confidential Materials and prevent its further unauthorized use.
    • Receiving Party shall return all originals, copies, reproductions and summaries of Confidential Information or Confidential Materials at Disclosing Party’s request, or at Disclosing Party’s option, certify destruction of same.
    • Receiving Party acknowledges that monetary damages may not be a sufficient remedy for unauthorized use or disclosure of Confidential Information and Confidential Materials and that Disclosing Party shall be entitled, without waiving any other rights or remedies, to such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction.
  • Miscellaneous.
    • All Confidential Information and Confidential Materials are and shall remain the property of Disclosing Party.  By disclosing information to Receiving Party, Disclosing Party does not grant any express or implied right to Receiving Party to or under Disclosing Party patents, licenses, copyrights, trademarks or trade secret information.
    • The terms of confidentiality under this Agreement shall not be construed to limit either party’s right to develop or acquire business plans or practices independently without use of the other party’s Confidential Information.
    • This Agreement constitutes the entire agreement between the parties with respect to the subject to be discussed.  It shall not be modified except by a written agreement dated subsequent to the date of this Agreement and signed by both parties.  None of the provisions of this Agreement shall be deemed to have been waived by any act or acquiescence on the part of Disclosing Party.  No waiver of any provision of this Agreement shall be effective unless in writing and signed by Disclosing Party.  No waiver of any provision of this Agreement shall constitute a waiver of any other provision(s) or of the same provision on another occasion.
    • If either party employs attorneys to enforce any rights arising out of or relating to this Agreement, the prevailing party shall be entitled to recover reasonable attorney’s fees. This Agreement shall be construed and controlled by the laws of the State of Florida and both parties further consent to jurisdiction by the state and Federal courts sitting in the State of Florida.  Process may be served on either party by U.S. Mail, postage prepaid, certified or registered, return receipt requested, or by such other method as is authorized by the applicable law.
    • Subject to the limitations set forth in this Agreement, this Agreement will inure to the benefit of and be binding upon the parties, their successors and assigns.
    • If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect

      All obligations created by this Agreement shall survive change or termination of the parties’ business relationship.

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