FILED: NASSAU COUNTY CLERK 04/26/2016 05:10 PM
NYSCEF DOC. NO. 5

INDEX NO. 602235/2016
RECEIVED NYSCEF: 04/26/2016

 
 
 
 
 
 
 
 
 
 
 

EXHIBIT A

 CONFIDENTIALITY and NONDISCLOSURE AGREEMENT

This Agreement (hereinafter ?Agreement?) made this 19th day of November, 2009, by
and between MAUREEN MCPHILMY (hereinafter and WILLIAM J.
(hereinafter both residing at _ew York, and
being together hereinafter sometimes referred to as the ?Parties.?

RECITALS

WHEREAS, MMO has retained Michael N. Klar, Esq, Oneind Road: Suite
347, Carle Place, New York_i11514, to represent her in the negotiation-draftingLand execution of
a separation agreement (hereinafter ?Separation Agreement?) by  her and and

WHEREAS, WJO has retained Nancy E. Gianakos,  of Counsel, Albanese 
Albanese LLP, 1050 Franklin Avenue, GardeniCity,"New Yorkil O, to-?represent him in the
negotiation, drafting and execution of theirSep?aration(Agreement by and between him and 
and A i A

WHEREAS, the Parties  the interest of reaching a good faith
settlement of the marital'issuesii?  WJO and to facilitate open and frank discussion,
MMO and WJO anticipate exchanging certain con?dential information (hereinafter de?ned as
?Con?dential Information?) which will be provided for {settlement purposes only; and

WHEREAS, MMO and WJ O, acknowledge that tlielidisclosure and dissemination of
Confidential Information to thirdpersons not parties hereto may cause not only each of them, but

more importantly, their children, irreparable harm.

NOW, THEREFORE in consideration of the premises and other good and valuable
consideration the receipt and sufficiency of which are hereby acknowledged the Parties hereto

agree as follows:

l. Any and all information, including that which is disseminated and marked as
provided below, obtained or exchanged between the Parties in connection with the negotiation,
drafting, and execution of the Separation Agreement, pertaining to the marital, ?nancial and
business information of each Party and/or their children, whether oral or written, in whatever
form or medium, including digital, video or electromagnetic, or otherwise, and whatever the
source, generated by, for or on behalf of himself or herself, or the other Party to this Agreement,
for any and all purposes and at all times, shall be and is ?Con?dential InformatiOn?, 
Parties agree shall not be disclosed to third parties except as otherwils?e'fiset forth herein.

2. Con?dential written materials and  in other'fonnats exchanged
by the Parties which bear the designation ?Con?dentialinformation?. on the face of the document
shall be exchanged under a cover letter desi the   ?Con?dential Information.?

At?all times  this Agreement, each Party agrees that
neither he nor she shall give his or.  or otherwise, to his or her respective
lawyer or lawyers, whether now by him or her, as the case may be, to reveal
or use Con?dential Informationas above de?ned except for use in litigation between the i
Parties and to the extent. appropriate in carrying out the representation of his or her respective
client.

Each Party shall require his or her lawyer, whether now or hereafter
engaged in connection with the negotiation, drafting, and execution of the Separation
Agreement, as a condition of engagement, to execute a ?Con?dentiality Acknowledgment?
wherein each Party?s lawyer acknowledges his or her request to keep con?dential all
Con?dential Information as required by Rule 1.6 of The New York Rules of Professional
Conduct. Each Party shall provide a copy of any executed Lawyer Acknowledgement(s)

required pursuant to this paragraph to the other Party within five (5) business days of execution.

2

 Given the sensitivity of Confidential Information, as herein defined, and to
afford the Parties the maximum, degree of privacy which each of them desires, and to which each
of them is entitled by law and this Agreement, Whenever it is permitted or required under The
New York Rules of Professional-Conduct, or in order to comply with other law or court order, a
lawyer for a Party who reveals or uses or intends to reveal or use Con?dential Information, as
herein de?ned, then in any such event each Party shall and hereby does request his or her
respective lawyer to take every reasonable precaution to prevent the informationjfrom 
into the hands of unintended recipients, including, without limitation,  from every
communication of Whatever kind or in Whatever form each  reference to the identity of
each of the Parties. I 

3. Within ten (10) business days   a written request, sent by
certified mail return receipt requested fromE that the receiving Party return
Con?dential Information provided to"  the receiving Party shall return to the
requesting Party all such  together with a statement under oath, that no
photocopies, backup copies, orotlier repiioductions or transcriptions of any portion of the
Con?dential Information, V?pr?intjelectronic or other form, have been retained by the receiving
Party, his agents orsemp'loyeesi i

4. In the eyent either Party desires to institute legal proceedings to resist, limit or
condition the releaseto third parties of Con?dential Infomiation, he or she shall do so at his or
her sole cost and expense, as the case may be.

5. Each of the Parties agree that inthe event of any future legal action or
proceeding by one Party against the other Party, including family court or matrimonial actions or
proceedings, that to the extent permitted by law, all filings shall be commenced and prosecuted

anonymously, all court ?les shall be sealed to third parties (except his or her respective counsel),

3

and the Parties hereby consent to any order of the Court which excludes third parties from any
and all court proceedings.

6. Notwithstanding the foregoing, in the event that a Party commences an action for
divorce based upon any grounds other than (living separate and apart pursuant to a
separation agreement for more than one year), or commences an action for an annulment and/ or
separation or discloses Con?dential Information in violation of this Agreement?hexother Party
shall not be bound by the nondisclosure provisions of this Agreement, Li

7. The Parties agree that in the event any future proceeding-or action is commenced
by either of them against the other, each shall give and/or direct iliisior her respective lawyer to
give the lawyer for the other Party, ifsuch lawyer?s  48 hours prior
written notice before commencement of any i

8. This Agreement: number of counterparts, each of
which shall constitute an original; notbe'iamended, modi?ed or waived in any manner,
except in writing signed by (ii) shall be governed by, and construed in
accordance with the lawwof of  York. The Parties hereto agree that all actions
arising hereunder shall in'the courts of the State of New York sitting in Nassau

County and the Parties hereto expressly consent to the jurisdiction of such court.

IN WITNESSWHERBOF, the Parties hereto have executed this Agreement as of the day

i and year ?rst above written.

  

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