1. Confidential Information

(a) For purposes of this Agreement, "Confidential Information" shall mean any and all non-public, proprietary, or confidential information disclosed by I-Taxplan to the Recipient, whether orally or in writing, including but not limited to technical, business, financial, and marketing information, trade secrets, know-how, inventions, developments, customer and supplier lists, and any other information that is marked as confidential or that a reasonable person would understand to be confidential.

(b) Confidential Information shall not include information that: (i) is or becomes publicly known through no fault of the Recipient; (ii) was rightfully in the Recipient's possession prior to disclosure by I-Taxplan without restriction; (iii) is independently developed by the Recipient without reference to or use of I-Taxplan's Confidential Information; or (iv) is rightfully obtained by the Recipient from a third party without breach of any obligation of confidentiality.

2. Non-Disclosure and Non-Use

(a) Recipient agrees to hold all Confidential Information in strict confidence and to take all reasonable precautions to protect such Confidential Information from unauthorized disclosure or use.

(b) Recipient agrees not to disclose, disseminate, or use any Confidential Information for any purpose other than the purpose for which it was disclosed by I-Taxplan, without the prior written consent of I-Taxplan.

(c)All client tax information is considered confidential by I-Taxplan. I-Taxplan hereby agrees not to engage in any solicitation of recipients of said information.

3. Exceptions

Recipient may disclose Confidential Information to the extent required by law or court order, provided that Recipient gives prompt written notice to I-Taxplan prior to such disclosure and cooperates with I-Taxplan's efforts to seek a protective order or other appropriate remedy.

4. Term and Termination

This Agreement shall remain in effect for a period of [duration] from the date of its execution. Either party may terminate this Agreement upon written notice to the other party.

5. Remedies

Recipient acknowledges that any breach of this Agreement may cause irreparable harm to I-Taxplan, for which monetary damages may be inadequate. Accordingly, I-Taxplan shall be entitled to seek injunctive relief, in addition to any other remedies available at law or in equity, to enforce the provisions of this Agreement.

6. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of [jurisdiction], without regard to its conflict of laws principles.

7. Entire Agreement

This Agreement constitutes the entire understanding and agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral, relating to such subject matter.