Subcontractor Confidentiality Agreement

1. Confidentiality Obligations
Subcontractor acknowledges that, during the course of its relationship with Copeland Electric, it may have access to and become familiar with information that is proprietary, confidential, and valuable to the Company. This includes but is not limited to:

1. Client and customer lists
2. Job specifications, designs, and blueprints
3. Pricing, bids, and estimates
4. Internal business operations, processes, and methods
5. Project documents and reports
6. Financial information, including revenues, costs, and compensation structures
7. Employee and vendor information
8. Any other non-public information disclosed orally, in writing, or by observation

Subcontractor agrees to:

1. Keep all Confidential Information strictly confidential and secure.
2. Not disclose or discuss such information with any third party without the prior written consent of Copeland Electric.
3. Use the Confidential Information solely for purposes directly related to work performed for Copeland Electric.
4. Take all reasonable precautions to prevent unauthorized disclosure, duplication, or use.

2. Exclusions from Confidentiality
This Agreement shall not apply to information that:

1. Is or becomes publicly known through no fault of Subcontractor;
2. Was lawfully known or received by Subcontractor prior to disclosure by Copeland Electric;
3. Is disclosed with prior written authorization from Copeland Electric;
4. Is required to be disclosed by law or court order (provided Subcontractor gives prompt written notice to Copeland Electric, where legally permissible).

3. Return of Materials
Upon termination of services or at Copeland Electric's request, Subcontractor agrees to promptly return or destroy all materials (physical or electronic) containing Confidential Information, including any copies, notes, or summaries thereof.

4. Term of Agreement
This Agreement shall remain in effect during the term of any subcontractor relationship and for a period of two (2) years following the completion or termination of work with Copeland Electric. Obligations with respect to trade secrets shall survive indefinitely.

5. Remedies
Subcontractor acknowledges that breach of this Agreement may result in immediate and irreparable harm to Copeland Electric, for which monetary damages may be inadequate. Therefore, Copeland Electric shall be entitled to injunctive relief and any other legal remedies available to protect its Confidential Information. Subcontractor also acknowledges that violation of this Agreement may be grounds for termination of any subcontracting relationship.

6. Governing Law
This Agreement shall be governed by, and construed in accordance with, the laws of the State of Louisiana. Any legal proceedings arising out of this Agreement shall be brought in a court of competent jurisdiction located within Louisiana.

7. Entire Agreement
This Agreement constitutes the entire agreement between the parties regarding the subject matter herein and supersedes all prior discussions or agreements, written or oral.

IN WITNESS WHEREOF, the parties have executed this Agreement on the date first written above.