Confidential Information
Last updated: December 31, 2025
Fitzpatrick™ acknowledges the sharing of information by certain persons which may be considered confidential (“Confidential Information”) and includes:
Technical and business information relating to proprietary ideas, patentable ideas and/or trade secrets, existing and/or contemplated products and services, research and development, production, costs, profit and margin information, finances and financial projections, customers, clients, marketing, and current or future business plans and models, regardless of whether such information is designated as “Confidential Information” at the time of its disclosure.
All persons engaged in official communication with Fitzpatrick (the "Parties") hereby acknowledge and accept their obligation to protect certain information which is:
(a) disclosed as such in writing and marked as confidential (or with other similar designation) at the time of its disclosure;
(b) disclosed in any other manner and identified as confidential at the time of its disclosure; and is also summarized and expressly designated as confidential in a written memorandum delivered within ten (10) business days of the disclosure; or
(c) information that, under the circumstances, would appear to a reasonable person to be proprietary or confidential.
Confidential Information is taken under advisement by Fitzpatrick for the intended purpose of evaluating potential business, employment, and/or investor relations.
The Parties may disclose Confidential Information within their own organization to its directors, officers, partners, members and/or employees having a need to know and shall not disclose Confidential Information to any third party (whether an individual, corporation, or other entity) without prior written consent.
The Parties shall satisfy their mutual duties under this paragraph through affirmative measures taken to ensure compliance with these obligations by its employees, agents, consultants, and any other persons made aware of or permitted access to any Confidential Information.
This policy imposes no obligation upon the Parties with respect to any Confidential Information:
(a) that was possessed before receipt;
(b) is or becomes a matter of public knowledge through no fault of the receiving party;
(c) is rightfully received from a third party not owing a duty of confidentiality;
(d) is disclosed without a duty of confidentiality to a third party by, or with the authorization of the disclosing party; or
(e) is independently developed without reference to any of the disclosing party’s Confidential Information.
The Parties warrant their right to make disclosures in accordance with this policy.
This policy does not create, convey, transfer, grant or confer upon either party any rights, license or authority in or to the information exchanged, except the limited right to use Confidential Information as specified heretofore. No license or conveyance of any intellectual property rights is granted or implied by this policy.
Neither party has an obligation under this policy to purchase any service, goods, or intangibles from the other party. Furthermore, the Parties acknowledge and agree that the sharing of information under this policy shall not commit or bind either party to any present or future contractual relationship, nor shall the sharing of information be construed as an inducement to act or not to act in any given manner.
Neither party shall be liable to the other in any manner for any decisions, obligations, costs or expenses incurred, changes in business practices, plans, organization, products, services, or otherwise, based on either party’s decision to use or rely on any information shared in accordance with this policy.
If there is a breach or threatened breach of any provision of this policy, it is agreed and understood that the non-breaching party shall have no adequate remedy in money or other damages and accordingly shall be entitled to injunctive relief; provided however, no specification in this policy of any particular remedy shall be construed as a waiver or prohibition of any other remedies in the event of a breach or threatened breach of any provision of this policy.
The terms set forth herein this policy shall be construed in accordance with the laws of the State of New Hampshire. In the event that this agreement is breached, any and all disputes must be settled in a court of competent jurisdiction within the State of New Hampshire. If any of the provisions of this policy are found to be unenforceable, the remainder shall be enforced as fully as possible and the unenforceable provision(s) shall be deemed modified to the limited extent required to permit enforcement of the policy as a whole.
This policy outlines the entire understanding between the Parties concerning the disclosure of Confidential Information and supersedes any prior agreements, understandings, or representations with respect thereto. Any addition to or modification of this policy shall require the prior written consent and dual authorization of both Parties.
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