CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT

This Confidentiality and Non-Disclosure Agreement section, a crucial component for those engaging with Omnium Protection Group. This section outlines a legally binding agreement between Omnium Protection Group (“OMNIUM”) and a Receiving Party, ensuring the utmost confidentiality and discretion in handling sensitive information. Whether you are an employee, independent contractor, or vendor, this agreement is pivotal in maintaining the integrity and security of our operations. This agreement covers various aspects including the protection of proprietary information, restrictions on the use of personal information, guidelines for social media usage, and detailed protocols for the handling of confidential materials. Our commitment to confidentiality is a cornerstone of the trust we build with our clients, and adherence to this agreement is essential for all parties involved in our services.
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This Confidentiality and Nondisclosure Agreement (the “Agreement”) is made as of the date below between Omnium Protection Group ("OMNIUM"), and the person/entity at the address below (“Receiving Party”). Receiving Party and OMNIUM are each referred to as a “Party” and collectively the “Parties.”

Receiving Party's Address

RECITALS

A. OMNIUM is in the business of providing private security, aircraft security, executive protection, emergency response, transportation, investigation, training and consulting services to and on behalf of persons and property around the world (collectively, the "Services").

B. The Receiving Party is an experienced, skilled private security provider who is being engaged by OMNIUM to provide Services either as an employee of OMNIUM or as an independent contractor or vendor.

C. During the course of the Receiving Party’s relationship with OMNIUM, Receiving Party will be exposed to certain confidential and private information, trade secrets, proprietary trade information, financial and business information both of OMNIUM and of the clients for whom the Receiving Party may be providing services.

D. OMNIUM would not engage Receiving Party as either an employee, independent contractor or vendor unless the Receiving Party agreed to maintain the confidentiality provided in this Agreement.

1. DEFINITIONS

A. “Client” shall mean a person or entity for which OMNIUM has provided Services directly or through one or more contractors at any time during the past two years.

B. “Proprietary Information” shall mean any information that may have commercial or other value in OMNIUM’s business and is confidential or proprietary in nature, whether explicitly designated as such or not, including but not limited to, (i) marketing plans, techniques and arrangements, sales plans, techniques   and   arrangements,   Client   lists, names and contact information, budgets, projections, cost analyses and data, sales data, prospect lists (including, without limitation, prospects and non-prospects, and ratings of potential), pricing and mark-up information, customer service plans and techniques, vendor data and lists, other mailing lists having business value, purchasing information, pricing policies, quoting procedures, operational procedures and other materials or information relating to OMNIUM’s business and activities and the manner in which OMNIUM does business; (ii) financial information of OMNIUM, including, without limitation, information relating to profits and losses; (iii) any information or materials received by OMNIUM from third parties in confidence or subject to non-disclosure or similar covenants; and (iv) any notes, tapes, reference items, sketches, drawings, memoranda, analyses, compilations, studies, summaries and other material relating to other confidential information,   however   documented.   Notwithstanding the foregoing,   Proprietary Information shall not include information that becomes publicly available, or is made available to the Receiving Party by unaffiliated third parties, without breach of (1) this Agreement, (2) any other agreement or instrument to which OMNIUM is a party or a beneficiary or to which such third party is a party or by which it is bound, or (3) any duty owed to OMNIUM by the Receiving Party or any third party, whether by contractual, legal, fiduciary or other obligation.

C. “Personal Information” shall include personal, private, proprietary or confidential information of any Client of OMNIUM including without limitation information of a personal, financial or political nature relating to OMNIUM’s Client, his or her family, friends, associates, businesses, agents, contractors and employees. Specifically,   the following items shall be considered Personal Information:

D. Sketches, photographs or other likeness of a Client, his or her home, or a member of his or her family, employee or staff. Receiving Party shall not take any photographs of a Client, his or her home, or a member of his or her family, employee or staff except upon request of the person or persons who are the subject of the photograph which may only be taken with a camera (including a cell phone) provided by the person or persons who are the subject of the photograph which shall be returned to them immediately upon taking the photograph and without forwarding to any other person or address.

E. Any physical address, e-mail address, telephone number or other contact information for a Client, member of his or her family, employee or staff.

F. Any itinerary or scheduling information for a Client, member of his or her family, employee or staff.

G. “Social Media” shall mean all means of communicating or posting information or content of any sort on the Internet. This includes, but is not limited to, Internet sites for interaction among people in which they create, share and exchange information, pictures, video and ideas in virtual communities and networks to include, but not limited to Facebook, Twitter, Instagram, YouTube, TikTok, Flickr, LinkedIn, and Yelp, as well as "blogs", personal websites, web bulletin boards or chat rooms or other sites in which the public may post anything. The term, "Social Media", is intended to be used in its broadest manner.

2. PERMITTED AND RESTRICTED USE; NON-COVERED INFORMATION

A. Permitted Use. Subject to the terms of this Agreement, the Receiving Party may use OMNIUM’s Proprietary Information only in the course of providing Services on behalf of OMNIUM.

B. Restrictions on Use of Proprietary Information. The Receiving Party agrees: (1) to hold OMNIUM’s Proprietary Information in strict confidence and to take all precautions to protect such Proprietary Information as the Receiving Party employs with respect to its most confidential materials, but in no case shall the Receiving Party employ less than reasonable precautions; (2) not to disclose any such Proprietary Information or any information derived from the Proprietary Information to any third person; (3) not to make any use whatsoever at any time of such Proprietary Information,

C. except for the sole limited business purposes of providing Services on behalf of OMNIUM; and (4) not to copy, distribute, publicly display, perform or reverse engineer, or attempt to derive the composition or underlying information, structure or ideas of any such Proprietary Information.

D. Restrictions on Use of Personal Information. Receiving Party may be exposed to Personal Information of a Client of OMNIUM in the course of providing Services to OMNIUM’s Clients. The Clients of OMNIUM demand confidentiality and discretion from OMNIUM and its employees, contractors and agents. If the Personal Information were to be made public, the Client, a member of his or her family, an employee or staff member could be endangered or his or her property could be at risk and OMNIUM would be exposed to liability from its Client as well as damages due to the loss of business and damage to its reputation. Therefore, the Receiving Party agrees: (1) to hold the Personal Information in strict confidence and to take all precautions to protect the Personal Information from disclosure as the Receiving Party employs with respect to its most confidential information, but in no case shall the Receiving Party employ less than reasonable precautions; (2) not to disclose any Personal Information or any information derived from the Personal Information to any third person for any reason, even for non-business reasons; (3) not to make any use whatsoever at any time of such Personal Information, except for the sole limited purposes of providing Services on behalf of OMNIUM or performing a proper function on behalf of and at the request of the Client; and (4) not to copy, distribute, publicly display, publicly or privately disclose any Personal Information.

E. Restrictions on social media. Receiving Party shall not post any Personal Information, Confidential Information or any other information pertaining to OMNIUM, its employees or contractors, its vendors, its Clients or any contract or deployment in which the Receiving Party participated or is participating. Specifically, the Receiving Party shall never post (i) any pictures, video or description or any written information pertaining to any Client’s home, business, office, vehicles, aircraft or other property; (ii) any pictures, video or description or any written information pertaining to any Client, Client’s family, employees or friends; (iii) any information pertaining in any manner to any job or deployment, including without limitation, the Client, itinerary, schedules, location, duration or any other specifics of the job, even after it has been completed; or (iv) Receiving Party’s responsibilities pertaining to any job or deployment or any other employee or contractor’s responsibilities.

F. Non-covered Information. Without granting any right or license, OMNIUM agrees that Sections 2c and 2d shall not apply with respect to any information that the Receiving Party can document (1) is or becomes (through no improper action or inaction by the Receiving Party or any Receiving Party’s Agent) generally available to the public, (2) was in its possession or known by it prior to receipt from OMNIUM or the Client as the case may be, (3) was rightfully disclosed to it by a third party without restriction; or (4) is required to be disclosed by order of a court of competent jurisdiction, provided that the Receiving Party shall use its best efforts to limit disclosure and to obtain confidential treatment or a protective order and, further, has allowed OMNIUM to participate in the applicable proceeding. If disclosure is required after the conclusion of any court proceedings, the Receiving Party shall disclose only such part of the Proprietary Information as is specifically required by the terms of such law, order, regulation or requirement.

3. DIRECT CONTACT BY CLIENT. If a Client contacts the Receiving Party directly, in any manner and by any media, to engage Receiving Party, OMNIUM or a third party to provide Services or merely to inquire about Receiving Party, OMNIUM or a third-party providing Services, Receiving Party shall notify OMNIUM immediately of the contact and advise OMNIUM of the identity of the person making the contact and the details of the inquiry.

4. RETURN OF INFORMATION

A. Immediately upon (1) termination of employment or of the independent contractor or vendor relationship, as the case may be; or (2) a request by OMNIUM at any time; the Receiving Party shall, at the option of OMNIUM, either (i) return to OMNIUM all of the Proprietary Information of OMNIUM and any Personal Information, all documents or media containing any such Proprietary Information or Personal Information, and any and all copies or extracts thereof or (ii) destroy all such Proprietary Information and Personal Information. Upon the request of OMNIUM, the Receiving Party shall issue a valid certificate attesting that all of the Proprietary Information of OMNIUM and Personal Information has been returned or destroyed.

B. Further, the Receiving Party agrees not to produce copies of the Proprietary Information without obtaining a written consent from OMNIUM or copy any of the Personal Information without the written consent of the Client.

5. REMEDY

A.The Receiving Party acknowledges and agrees that due to the unique nature of OMNIUM's Proprietary Information, there can be no adequate remedy at law for any breach of its obligations hereunder, that any such breach or any unauthorized use or release of any of the Proprietary Information will allow the Receiving Party or third parties to compete unfairly with OMNIUM resulting in irreparable harm to OMNIUM and therefore, that upon any such breach or any threat thereof, OMNIUM shall be entitled to appropriate equitable relief in addition to whatever remedies it might have at law and to be indemnified by the Receiving Party from any loss or harm, including, without limitation, attorney's fees, in connection with any breach or enforcement of the Receiving Party's obligations hereunder or the unauthorized use or release of any such Proprietary Information. The Receiving Party will notify OMNIUM in writing immediately upon the occurrence of any such unauthorized release or other breach of which it is aware. The Receiving Party shall be principally liable for any acts or omissions of any of the Receiving Party's Agents.

B. The Receiving Party acknowledges and agrees that due to the nature of OMNIUM's relationships with its Clients and the types of companies and people who seek OMNIUM’s Services, if the Receiving Party were to disseminate Personal Information of a Client, the damages to OMNIUM would be very difficult to determine. In addition to the damages caused to the Client for which the Client would likely seek recourse from OMNIUM would lose the revenue generated by the Client as well as losses from other Clients who would no longer trust the discretion of OMNIUM and its employees, agents and contractors. Therefore, given the difficulty in determining the actual damages caused by a disclosure of the Personal Information by the Receiving Party, the Receiving Party agrees to pay as liquidated damages the lesser of (i) three times the revenue received by OMNIUM from the Client whose Personal Information was disclosed for the 12-month period prior to the disclosure or $100,000.

6. TERM AND TERMINATION. The obligations of the Receiving Party under this Agreement shall survive for a period of two years from the date of termination of employment or termination of the independent contractor relationship.

7. MISCELLANEOUS

A. No Assignment. This Agreement may not be assigned by either Party without the express written consent of the other Party, and any purported assignment without such consent shall be void. This Agreement shall be binding upon, inure to the benefit of, and be enforceable by (a) OMNIUM, its successors, and assigns; and (b) the Receiving Party, its successor and assigns. Notwithstanding anything contained in this Section to the contrary, in the event either Party is a party to a merger, acquisition or the sale of all or substantially all of its assets, such Party may, upon written notice to, but without the prior written consent of the other Party, assign this Agreement to the entity acquiring such Party or its assets, or created as a result of such merger, acquisition or sale, provided that such entity has taken upon itself to carry out and comply with all the provisions of this Agreement.

B. Complete Agreement; Waiver or Modification. This Agreement supersedes all prior discussions and writings and constitutes the entire agreement between the Parties with respect to the subject matter hereof. No waiver or modification of this Agreement will be binding upon either Party unless made in writing and signed by a duly authorized representative of such Party, and no failure or delay in enforcing any right will be deemed a waiver.

C. Severability; In the event that any of the portions of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect.

D. Legal Fees. OMNIUM shall be entitled to costs and attorneys’ fees in any action to enforce this Agreement.

E. Notices. Any notice required or permitted by this Agreement shall be in writing and shall be delivered as follows, with notice deemed given as indicated:

By personal delivery; By overnight courier upon written verification of receipt;

By telecopy or facsimile transmission, upon acknowledgment of receipt of electronic transmission; or

By certified or registered mail, return receipt requested, upon verification of receipt.

Notices shall be sent to the last known address given to OMNIUM by the Receiving Party and to the main office of OMNIUM, or to such other address as either Party may specify in writing.

8. GOVERNING LAWS AND REMEDIES

A. This Agreement shall in all respects be subject to the laws of the Commonwealth of Massachusetts applicable to agreements executed and wholly performed within such State.

B. Upon any actual or threatened violation of this Agreement by either party, the other party shall, in addition to any other remedies or rights to which such party may be entitled at law or in equity, also be entitled to preliminary and other injunctive relief against such violation to the extent it demonstrates itself to be at risk of injury as a result of such a violation.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and year first set forth above.

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