NDA

 

 

CONFIDENTIAL INFORMATION AND NON DISCLOSURE AGREEMENT

 

This CONFIDENTIAL INFORMATION AND NON DISCLOSURE AGREEMENT (“Agreement”) is entered

into effective as   ___/_______/_____ by and between                                                            . (Company) and The Sauceology Group  (Recipient), with references to the following facts:

 

WHEREAS, Recipient enters into a relationship with the Company, regarding certain contractual relationships:

WHEREAS, the Company has disclosed to the Recipient certain methodologies, formulas, product and other confidential or proprietary information.

WHEREAS, the Company desires to maintain control over the use and dissemination of all products developed by Recipient from information disclosed to Recipient; and

NOW, THEREFORE, in consideration of the above and in consideration of the mutual promises, covenants and obligations contained herein, and for other good and valuable consideration, the receipt and legal sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

 

 

  1. Definition: For the purposes of this agreement: “Confidential information” means any information, knowledge, materials and or factual data which is disclosed by Company to Recipient on or after the date of this agreement, whether communicated orally, in writing or in any other format, arising out or related to any of the following not generally known to or ascertainable by proper means by other persons and in the subject of efforts that are reasonable to maintain its secrecy. (a) technical information, processes, methodologies, know-how, formulas, recipes, compilations, patentable and un-patentable and/or copyrightable and un- copyrightable technical information, designs, drawings, preprocessing, and all other information in any manner relating to the products and or packaging of the Company: (b) trade names ,trade dress, trademarks, service marks, graphics, logos, product and or service concepts and/or lines, customer lists, marketing sources and strategies and distribution techniques. (c) Business plan, financial information and any other subject mater pertaining to any business of the Company. (d) Conceptualization, design, manufacture, production, and all other proprietary information or trade secrets of the Company. “Confidential information” also includes all information disclosed to Recipient whom the Company has received from any third party, which the Company is obligated to treat as confidential, or proprietary.

 

 

  1. Non-Use and Non Disclosure of Confidential Information: Recipient acknowledges and agrees that Recipient will receive and/or be furnished with confidential information from the Company; such disclosures may include, but may not be limited to, oral and written communications or transmissions via electronic media.  Recipients agrees not to, directly or indirectly, use any Confidential information for the benefit of Recipient or any third party or for any purpose except to evaluate the possibility of doing business with the Company or to carry out other specific purposes designated by the Company in writing.  Recipient agrees not to disclose or allow to be disclosed any Confidential information to any third party without the express prior written consent of the Company.  Recipient agrees to refrain in all instances from directly or indirectly attempting to realize unauthorized economic or commercial benefits from all or any portion of the confidential information to circumvent, frustrate or hinder any business plan or opportunity of the Company.  Recipient agrees to use best efforts to protect the secrecy of Confidential information in order to prevent it from falling into the public domain or the possession of persons other than those persons authorized by the Company to have any information, which measures shall include the highest degree of care that the Recipient utilizes to protect its own Confidential information of a similar nature.  Recipient agrees to immediately notify the Company in writing of any disclosure, misuse or misappropriation of confidential information, which may come to Recipient’s attention.

 

 

 

 

  1. Ownership of and rights to Confidential Information: Recipient acknowledges and agrees that the Company has and will retain ownership rights and title in and to the confidential information.  Nothing in this agreement is intended to or shall grant any rights to Recipient under any patent or copyright; nor shall this agreement grant Recipient any rights or entitlement in or to the confidential information.

 

  1. Return of Materials:   Recipient agrees to promptly return any and all materials, documents or other           Media containing confidential information, accompanied by all copies thereof, which have been furnished by the Company to Recipient upon request by the Company.  Recipient acknowledges and agrees that Recipient shall not retain any copies of the confidential information without prior written consent of the Company, which consent may be withheld in the Company’s sole and absolute discretion.

 

 

  1. No Breach: Recipient hereby represents and warrants that its performance of all terms of this               agreement and the initiation of discussions with the Company will not breach any agreement to which Recipient is a party.  Recipient further covenants and agrees that he, she or it has not and will not use in the course of dealing with the Company and Confidential information of any third parties, unless Recipient has obtained written authorization for such use.  This agreement in no way prohibits the Company or any subsidiary of the Company from developing and manufacturing its own or third parties products.

 

  1. Term: The foregoing covenants and commitments of Recipient shall survive termination of the discussions or dealings with the Company or any relationship between the Recipient and the Company, and shall continue forever following the date of this agreement.

 

  1. This agreement shall be binding upon and for the benefit of the undersigned parties, their successors and assigns; provided that Confidential Information may not be assigned by Recipient without prior written consent of the Company. Failure to enforce any provision of this Agreement shall not constitute a waiver of any term hereof.

 

  1. Related persons: Recipient agrees to cause its directors, officers, employees, agents, representatives, partners, shareholders, affiliates and other persons associated with Recipient to comply with its covenants and agreements set forth in this Agreement.  Recipient further agrees not to transmit or disclose all or any portion of the Confidential Information to any person representing or associated with Recipient without making such person aware of and bound by the terms of this Agreement.

 

  1. Modification: No Waiver:  No modification, amendment, or discharge of this agreement shall be valid unless the same is in writing and signed by both parties hereto.  Failure of either party at any time to enforce any provisions of this agreement or any rights or to exercise any election shall in no way effect the validity of this agreement.  The exercise by any party of its rights – or any of its elections under this agreement shall not preclude or prejudice such party from exercising the same or any other right it my have under this agreement irrespective of any previous action taken.

 

  1. Governing Law: Jurisdiction:  Venue:  This agreement shall be governed by and interpreted and construed in accordance with the laws of the State of Florida.

 

  1. Injunctive Relief: Recipient acknowledges and agrees that its obligations provided herein are necessary and reasonable in order to protect the Company and its business, and the Recipient expressly agrees that monetary damages will be inadequate to compensate the Company for any breach by Recipient of its covenants and agreements set forth herein.  Accordingly, Recipient agrees and acknowledges that any such violation or threatened violation of Recipient’s covenants under this agreement will cause irreparable injury to the Company and that, in addition to any other remedies that may be available, in law, in equity or otherwise, the Company shall be entitled to obtain injunctive relief against the threatened breach of this agreement or the continuation of any such breach by Recipient, without the necessity of proving actual damages.

 

 

 

  1. Severability: Should any one or more of the provisions of this agreement or of any agreement entered into pursuant to this agreement be determined to be illegal or unenforceable, then such illegal or unenforceable provision shall be modified by the proper court or arbitrator to the extent necessary and possible to make such a provision enforceable, and such modified provision and all other provisions of this  Agreement entered into pursuant to this agreement shall be given effect separately from the provision or portion thereof determined to be illegal or unenforceable and shall not be affected thereby.

 

  1. Attorney’s Fees: In the event any action is brought for enforcement or interpretation of this agreement, the prevailing party shall be entitled to recover reasonable attorney’s fees and costs incurred in said action, including enforcement and collection of any judgment or award rendered therein.  Said cost and attorney’s fees shall be included as part of the judgment of any such action.

 

 

  1. Entire Agreement: This Agreement constitutes the entire Agreement between the parties with respect to the subject matter herein.  All prior or contemporaneous agreements, understandings, representations, warranties and statements, oral or written, relating to the subject matter hereof are superseded.  No modification of or amendment to this Agreement shall be binding unless in writing and executed by Recipient and the Company.

 

  1. Effectiveness: This Agreement shall become effective and binding upon Recipient’s execution hereof without the necessity of execution by Company.  This Agreement may be executed by facsimile and or scanned documents with original signatures following by US mail.

 

 

AGREED AND ACCEPTED

 

 

Recipient:                                            Company

 

 

By:  ________________________________               By:  _______________________________

 

Printed Name: ________________________              Printed Name:________________________

 

Title   _______________________________              Title _______________________________

 

Date ________________________________              Date _______________________________

 

The Sauceology Group                                   Company ________________________________

14221 60th Street North

Clearwater, Florida  33760                             Address _________________________________

813-421-3340                                               _____ ___________________________________

 

Phone ___________________________________

Email ____________________________________