Confidentiality & Non-Disclosure Agreement
This Confidentiality / Non-Disclosure Agreement is made between (The Company Name Included In This Form); individually, its officers, directors, partners, employees and agents, referred herein as “Receiving Party”, and GFS Laboratories International, LLC a State of Delaware entity, referred herein as “the Disclosing Party.”
WHEREAS, the Receiving Party agrees to review, examine, inspect or obtain such confidential information only for the purposes described herein, and otherwise to hold such information confidential pursuant to the terms of this Agreement.
WHEREAS, GFS Laboratories International, LLC has or shall furnish to the Receiving Party certain confidential information, on the following conditions:
1. The Receiving Party will not disclose any information obtained hereunder, or during its association with the Disclosing Party, and will not disclose any facts to any other person or organization not herein authorized or make known to others, by disclosure or confirmation, any information about this company, policies, procedures, application content, inspection information, training materials, variance structure or any part of the certificatin process including content of licensing agreement or general agreement. Receiving Party may only disclose information obtained hereunder to its officers, directors, partners, employees and agents who need to know such information. The Receiving Party shall be responsible for any breach of the confidentiality requirements of this Agreement by its officers, directors, partners, employees or agents.
2. Without the specific prior written approval of the Disclosing Party, the Receiving Party shall not reveal this information to any other certification or audit company or organization, intermediary, lending institution, Receiving Party’s equity partner(s), member(s), or financing source. In the event disclosure to such parties is deemed desirable, the Disclosing Party and Receiving Party may require the execution of a document similar to this Agreement.
3. If Receiving Party becomes legally compelled (by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process) to disclose any information. Receiving Party shall provide the Disclosing Party with prior written notice of such requirements so that the Disclosing Party may seek a protective order or other appropriate remedy and shall cooperate with the Disclosing Party in obtaining such remedy. Receiving Party further agrees to furnish only that portion of the information which Receiving Party is advised by written opinion of counsel is legally required and to exercise best efforts to obtain assurance that confidential treatment will be accorded such information.
4. This Agreement applies to all information received by Receiving Party from Disclosing Party now and during future association that is not available to the general public. All information provided pursuant to this Agreement shall be deemed confidential, unless Receiving Party proves otherwise and valuable and without specific written agreement to the contrary, it shall be deemed proprietary. Unauthorized disclosure of said information, even without intent to harm, could cause substantial and irreparable damage to the Disclosing Party’s Business.
5. Receiving Party will not contact the Disclosing Party’s bankers, accountants, attorneys, employees, suppliers, competitors, customers, franchisees, or others who might have information concerning the Disclosing Party without written permission of Disclosing Party.
6. Receiving Party agrees that breach of this Agreement may not be adequately compensated by monetary damages and that the Disclosing Party shall accordingly be entitled to equitable relief, including injunction and specific performance, in the event of any breach of the provisions of this Agreement, in addition to all other remedies available to the Disclosing Party at law or in equity.
7. The Disclosing Party shall not make any representation or warranty, express or implied, as to the truth, accuracy, or completeness of any information provided, or not provided, to Receiving Party under this Agreement. Receiving Party assumes full responsibility for its reliance upon such information and expressly waives all rights of recourse, if any, against the Disclosing Party for Receiving Party reliance thereon.
8. The failure to exercise any right provided in this Agreement shall not be deemed to be a waiver of prior or subsequent rights.
9. The nondisclosure provisions of this Agreement shall survive the termination of this Agreement, and the Receiving Party’s duty to hold confidential information in confidence shall remain in effect for a period of no less than ten years, or when the Receiving Party is given written notice releasing the Receiving Party from this Agreement, whichever occurs first.
10. Nothing contained in this Agreement shall be deemed to constitute either party a partner, joint venture or employee of the other party for any purpose.
11. This letter of agreement shall be governed and construed in accordance with the laws of the State of Delaware.