Agmt05 Bay Span, Inc. - Temporary Labor

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A ~'íA c. H ¡VI f f-Jí E CONFIDENTIALITY AGREEMENT Bay Span acknowledges and agrees that it and its employees may have access to, or may become acquainted with, Confidential Information of Client. As used herein, the term "Confidential Information" shall mean any and all proprietary or confidential information, whether or not developed by Recipient, including without limitation (i) any and all work product resulting from services rendered to or for Client (ii) any and all technical information of Client, including without limitation, product data or specifications, know-how formulae, the source code and other software information, processes, inventions, research projects and product development (iii) any and all business information of or relating to Client that is not known to the general public, including, without limitation, accounting and financial information, sales and marketing information, customer information, (iv) any and all employee information of Client and (v) confidential information disclosed to Client by third parties. Bay Span further acknowledges and agrees that the Confidential Information constitutes valuable trade secrets of Client. Bay Span shall keep and shall cause its employees to keep, all Confidential information of Client in confidence and shall not, nor cause its employees to publish, disclose or otherwise make available, directly or indirectly, without the prior written consent of Client, any item of Confidential Information for anyone other than (i) those of Client's employees or contractors who need to know the same in the performance of their duties for Client, or (ii) those Bay Span employees who need to know the same in the performance of service for Client. Bay Span shall, and shall cause its employees to, only use the Confidential Information in connection with the performance of services rendered to Client. Bay Span will require each employee to acknowledge the confidential, proprietary and trade secret nature of the Confidential Information and agree to be bound by the obligations of Bay Span under this agreement by signing an acknowledgement attached hereto as (Employee Safety Qualification and Status Confirmation). In no event may Bay Span amend or cancel any Confidentiality Agreement without the prior written consent of Client. Bay Span employees agree to be bound by this agreement throughout the length of their employment with Bay Span. This agreement is transferable from assignment to assignment, from Client to Client. H' .."..- """""",.",-"""-"",,,,,,'__"0_"'"""-""'""-"""'----""'"