Exhibit 2.7
CONFIDENTIALITY AGREEMENT
It is understood that a business relationship is or may be contemplated
between the undersigned parties, Genesis Financial, Inc. and Temporary Financial
Services, Inc. In this regard, Genesis Financial, Inc. (hereinafter "GENESIS")
will furnish certain confidential, proprietary information and materials (the
"Confidential Information") to Xxxx X. Xxxxxxx, Xxxx X. Xxxx, and other key
personnel of Temporary Financial Services, Inc. (hereinafter "TFS"). This
Confidentiality Agreement shall apply to Xxxx X. Xxxxxxx, Xxxx X. Xxxx, TFS, and
any other employees of TFS to whom the Confidential Information is disclosed
(all of such receivers of confidential information are hereafter collectively
referred to as TFS).
NOW, THEREFORE, in consideration of GENESIS furnishing the Confidential
Information, and of the mutual covenants contained herein, the undersigned agree
as follows:
1. The parties stipulate that the Confidential Information provided by
GENESIS, whether on paper, communicated electronically or orally, or in
any other form, is confidential and proprietary, and has independent
economic value, and as such the Confidential Information constitutes
the confidential property of GENESIS.
2. TFS (and its agents, employees and other representatives) agrees to use
the Confidential Information solely in connection with the existing or
contemplated business relationship, and agrees that the Confidential
Information shall not be used for any other purpose or disclosed to any
third party under any circumstances whatsoever, unless specifically
agreed to by GENESIS in writing.
3. TFS shall instruct each of its employees who will have access to any
Confidential Information as to its confidential nature and each such
employee shall agree not to disclose the Confidential Information to
anyone for any purpose without the express authorization of GENESIS.
TFS agrees to be responsible for any breach of this Agreement by any of
its employees.
4. Upon the termination of the business relationship between the parties
for any reason, TFS shall immediately return all documents and other
written, graphical or electromagnetic records or documentation, and any
and all other material of any kind, relating to any of the Confidential
Information, and will not retain any copies, extracts or other
reproductions of any such materials, in whole or in part.
5. TFS agrees that this Agreement shall remain in force and effect, from
the date hereof, during the term of its business relationship with
GENESIS and for a period of three years following the termination of
the relationship for any reason.
6. This Agreement shall be governed by and interpreted and enforced in
accordance with the laws of the United States of America and the State
of Washington, without regard to its principles of conflicts of law. In
any action brought with respect to this Agreement, the parties hereby
consent to the personal jurisdiction of each federal and state court in
the State of Washington.
7. In the event of any breach of this Agreement, TFS agrees that GENESIS
shall be entitled to injunctive relief as a cumulative and not
necessarily successive or exclusive remedy to a claim for monetary
damages.
8. There are no understandings, agreements or representations, express or
implied, with respect to the subject matter hereof that are not
specified herein. This Agreement may not be amended or modified except
by a written document that specifically refers to this Agreement and is
signed jointly by the parties hereto. This Agreement shall be binding
upon and inure to the benefit of the undersigned parties, their
successors and assigns.
9. The failure of either of the undersigned to insist on strict compliance
with any of the terms, covenants or conditions of this Agreement shall
not be deemed a waiver of that term, covenant or condition, or a waiver
of any other term, covenant or condition; nor shall any waiver or
relinquishment of any right or power at any one time or times be deemed
a waiver or relinquishment of that right or power for all or for any
other times.
10. If any provision in this Agreement is held by a court of competent
jurisdiction to be invalid, void or unenforceable, the remaining
provisions shall nevertheless continue in full force without being
impaired or invalidated in any way.
IN WITNESS WHEREOF, the undersigned parties have duly executed this Agreement.
GENESIS FINANCIAL, INC. TEMPORARY FINANCIAL SERVICES, INC.
By: Xxxxxxx X. Xxxx By: /s/Xxxx X. Xxxxxxx
Name: Xxxxxxx X. Xxxx Name: Xxxx X. Xxxxxxx
Title:President Title: President
Date: 1/25/2002 Date: 1/25/2002
/s/Xxxx X. Xxxxxxx 1/25/202
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Xxxx X. Xxxxxxx Date
/s/ Xxxx X. Xxxx 1/25/2002
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Xxxx X. Xxxx Date
