Confidentiality. This agreement is between Sefirot Consulting LLC and the entity represented by the signatory below. Both parties agree to hold in strict confidence all non-public information exchanged in the course of evaluating or conducting an engagement — including rate structures, operational methods, compliance frameworks, vendor relationships, network contacts, financial data, group and property specific deal structures, barter arrangements, negotiated packages or price points for vendor purchased inventory including but not limited to food products, alcohol, ice, cleaning supplies, paper goods and strategic intelligence. Information disclosed by either party may be used for the purpose of the engagement and may not be shared with any third party without the disclosing party's written consent.
Sefirot operates across multiple clients, industries, and markets simultaneously. Sefirot maintains operational compartmentalization between engagements at its own discretion. Sefirot will not share the signatory's confidential information with other clients and will not use intelligence from one engagement to the material advantage of another.
Each party retains ownership of documents, work product, and materials created or owned prior to or independently of the engagement. Documents created during an engagement are jointly usable by both parties for the purposes of that engagement. Sefirot agrees not to use or disclose materials proprietary to the signatory's organization for the material benefit of any direct competitor — provided that this restriction does not apply to information that enters the public sphere through completion of the work (including stage design, event production elements, or other publicly visible outputs), to Sefirot's general methodologies and frameworks developed across engagements, or to any information independently developed by Sefirot without reference to the signatory's proprietary materials.
Exclusions. Information is not confidential under this agreement if: it was known to the receiving party prior to disclosure, including through prior work, prior art, or prior professional knowledge; it is or becomes publicly available through no action of the receiving party; it is independently developed by the receiving party without reference to the disclosing party's information, including through standard industry practice or professional best practices; or its disclosure is required by law, court order, or regulatory authority — in which case the receiving party gives prompt written notice and cooperates to limit scope.
Limitation of liability and indemnity. Sefirot acts as an independent consultant and does not serve as an officer, principal, or signatory of the signatory's organization. Sefirot does not bind, execute, or sign on the client's behalf. Neither party's liability for breach of confidentiality obligations shall exceed the greater of the total fees paid by client to Sefirot in the twelve months preceding the breach or $25,000. This limitation does not apply to willful misappropriation or Sefirot's right to seek injunctive relief.
Term, remedies, and governing law. This agreement is in effect for three years from the date of signature, or for the duration of any active engagement plus three years following conclusion — whichever is longer. A breach causes irreparable harm. Either party may seek injunctive relief immediately and without bond. Disputes are resolved by binding arbitration under AAA Commercial Rules in Hudson County, New Jersey; the prevailing party recovers fees. New Jersey law governs. Nothing herein creates an engagement, equity relationship, or partnership — those require a separate signed instrument.
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