Generic Confidentiality Agreement

2
Customer Firm Associates, L.P. c/o Customer Firm Management Corporation 123 Fifth Avenue, 35 th Floor New York, New York 10019 04 June, 2008 Broker Dealer Inc. 15 West 11 th Street 4 th Floor New York NY 12319 Dear Sir, In connection with the opening and operation of accounts (the “Accounts”) by and between Broker Dealer USA, Inc. (together with a successor-in-interest and affiliates, “Dealer”) and Customer Firm Associates, L.P. (together with its affiliates, “Customer Firm”), and the investment of funds by Customer Firm with the Dealer, Customer Firm is furnishing to Dealer certain organizational and financial documentation, and may provide additional information concerning Customer Firm in the future, all of which are strictly confidential. By accepting such information, Dealer agrees that any such information furnished to it by the employees or agents of Customer Firm will be kept strictly confidential. Dealer agrees: (i) to maintain such information in strict confidence; (ii) to protect the information with the same degree of care as it would its own confidential information; (iii) to advise those persons to whom the information is disclosed of their obligation to maintain the confidentiality of the information and require such persons to be bound by the terms of this Confidentiality Agreement; and (iv) to use the information solely for purposes of evaluating Customer Firm pursuant to the Master Agreement and the Accounts. Dealer agrees to provide such information only to its officers, employees or agents who need to know such information for the exclusive purpose of assisting in the evaluation of Customer Firm, all of whom shall be informed by it of this Confidentiality Agreement and shall agree to be bound by the terms hereof. The foregoing restrictions with respect to information furnished to Dealer shall not apply to any information which Dealer demonstrates: (i) becomes generally available to the public, other than as a result of a disclosure by it or its representatives, (ii) was available to it on a non-confidential basis prior to disclosure to it by Customer Firm or Customer Firm’s representatives, or (iii) becomes available to it on a non-confidential basis from a source other than Customer Firm or Customer Firm’s representatives, which source was itself not bound by a confidentiality agreement with Customer Firm or Customer Firm’s representatives. Dealer acknowledges that breach of this Confidentiality Agreement may cause irreparable damage to Customer Firm, for which a remedy at law may not be adequate. Accordingly, in the event of any breach or threatened breach, Customer Firm shall be entitled to

Transcript of Generic Confidentiality Agreement

Page 1: Generic Confidentiality Agreement

Customer Firm Associates, L.P.

c/o Customer Firm Management Corporation

123 Fifth Avenue, 35th Floor

New York, New York 10019

04 June, 2008

Broker Dealer Inc.

15 West 11th Street

4th Floor

New York NY 12319

Dear Sir,

In connection with the opening and operation of accounts (the “Accounts”) by and

between Broker Dealer USA, Inc. (together with a successor-in-interest and affiliates, “Dealer”)

and Customer Firm Associates, L.P. (together with its affiliates, “Customer Firm”), and the

investment of funds by Customer Firm with the Dealer, Customer Firm is furnishing to Dealer

certain organizational and financial documentation, and may provide additional information

concerning Customer Firm in the future, all of which are strictly confidential. By accepting such

information, Dealer agrees that any such information furnished to it by the employees or agents

of Customer Firm will be kept strictly confidential. Dealer agrees: (i) to maintain such

information in strict confidence; (ii) to protect the information with the same degree of care as it

would its own confidential information; (iii) to advise those persons to whom the information is

disclosed of their obligation to maintain the confidentiality of the information and require such

persons to be bound by the terms of this Confidentiality Agreement; and (iv) to use the

information solely for purposes of evaluating Customer Firm pursuant to the Master Agreement

and the Accounts.

Dealer agrees to provide such information only to its officers, employees or

agents who need to know such information for the exclusive purpose of assisting in the

evaluation of Customer Firm, all of whom shall be informed by it of this Confidentiality

Agreement and shall agree to be bound by the terms hereof.

The foregoing restrictions with respect to information furnished to Dealer shall

not apply to any information which Dealer demonstrates: (i) becomes generally available to the

public, other than as a result of a disclosure by it or its representatives, (ii) was available to it on

a non-confidential basis prior to disclosure to it by Customer Firm or Customer Firm’s

representatives, or (iii) becomes available to it on a non-confidential basis from a source other

than Customer Firm or Customer Firm’s representatives, which source was itself not bound by a

confidentiality agreement with Customer Firm or Customer Firm’s representatives.

Dealer acknowledges that breach of this Confidentiality Agreement may cause

irreparable damage to Customer Firm, for which a remedy at law may not be adequate.

Accordingly, in the event of any breach or threatened breach, Customer Firm shall be entitled to

Page 2: Generic Confidentiality Agreement

appropriate injunctive relief in any court of competent jurisdiction, in addition to any other

remedies to which Customer Firm would otherwise be entitled.

This Confidentiality Agreement shall be governed by and construed in accordance

with the internal laws of the State of New York.

This Confidentiality Agreement shall inure to the benefit of Customer Firm and

its respective successors and assigns and shall be binding upon Dealer and its agents,

representatives, successors and assigns.

Very truly yours,

CUSTOMER FIRM ASSOCIATES, L.P.

By: Customer Firm Capital Advisors, L.P., General

Partner

By: Legal Firm Associates, Inc., General

Partner

By:_________________________________

Jeo Blow, Vice President

Accepted and Agreed to as

of the date written below:

______________________

By:___________________

Name:

Title:

Date: __________