Confidentiality & Non-Disclosure Agreement

1. Parties

This agreement governs the confidentiality obligations between Primary IT Care, LLC ("PITC"), the professionals placed by PITC ("Placed Personnel"), and the receiving party — whether a direct client or an IT agency partner ("Receiving Party") — in the context of a staff augmentation engagement.

2. Definition of Confidential Information

"Confidential Information" means any non-public information disclosed by one party to the other in connection with an engagement, including but not limited to:

• Business plans, strategies, and financial information
• Technical information, source code, software architecture, and system designs
• Customer and client data, including personally identifiable information
• Proprietary processes, methodologies, and trade secrets
• Personnel information and internal organizational structures
• Any information marked as "Confidential" or "Proprietary," or that a reasonable person would understand to be confidential given the nature of the disclosure

3. Obligations

Each receiving party agrees to:

• Hold all Confidential Information in strict confidence using at least the same degree of care used to protect its own confidential information (but no less than reasonable care)
• Not disclose Confidential Information to any third party without prior written consent from the disclosing party
• Use Confidential Information solely for the purpose of the authorized engagement
• Limit access to Confidential Information to individuals who have a need to know and are bound by equivalent confidentiality obligations
• Promptly notify the disclosing party upon becoming aware of any unauthorized disclosure or use of Confidential Information

4. Obligations of Placed Personnel

All Placed Personnel engaged through PITC are required to execute individual confidentiality agreements with PITC prior to placement. These agreements:

• Bind Placed Personnel to the same confidentiality obligations set forth in this agreement
• Prohibit Placed Personnel from retaining, copying, or transmitting any client materials or data upon conclusion of the engagement
• Remain in effect for the duration specified below

5. Exceptions

Confidentiality obligations do not apply to information that:

• Is or becomes publicly available through no fault of the receiving party
• Was already known to the receiving party prior to disclosure, without restriction
• Is independently developed by the receiving party without use of Confidential Information
• Is received from a third party without restriction and without breach of any obligation of confidentiality
• Is required to be disclosed by law, court order, or regulatory authority — provided the receiving party gives prompt written notice to the disclosing party to allow it to seek a protective order

6. Term

Confidentiality obligations commence on the first day of the engagement and remain in effect for a period of two (2) years after the conclusion or termination of the engagement. Obligations relating to trade secrets shall survive indefinitely.

7. Return or Destruction of Information

Upon conclusion of an engagement or upon written request from the disclosing party, the receiving party shall promptly return or destroy all Confidential Information in its possession, including all copies and derivative materials. The receiving party shall certify in writing that such return or destruction has been completed upon request.

8. No License

Nothing in this agreement grants any license or right to use Confidential Information other than as expressly authorized for the purpose of the engagement. No intellectual property rights are transferred by virtue of disclosure alone.

9. Remedies

Each party acknowledges that breach of this agreement may cause irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, in addition to any other remedies available at law, the non-breaching party shall be entitled to seek equitable relief, including injunctive relief, without the requirement to post a bond.

10. Governing Law

This agreement shall be governed by the laws of the State of New Jersey, USA, without regard to its conflict of law provisions. Disputes arising under this agreement shall be resolved in the courts of New Jersey, USA.

11. Contact

For questions regarding these confidentiality terms or to execute a formal NDA for your engagement, please contact: