Non Disclosure Agreement
In consideration of the mutual agreements contained herein, as a condition to each party's furnishing in oral or written form to the other party, prior to or after the date of this Agreement,directly or through its legal counsel, accountants, employees, agents, consultants, representatives and advisors, information, all of which the disclosing party regards as confidential, relating to the disclosing party and their respective businesses,including, without limitation, ownership and organizational structure, financial information, plans and projections, employee data, and information relating to products, processes, methods, pricing, marketing, and existing or potential customers (the "Confidential Information"), the receiving party hereby agrees, on behalf of itself and its affiliates, as follows:
1. The Confidential Information shall be kept in strict confidence by the receiving party and shall not be used in competition with the disclosing party to which it relates or for any other purpose other than evaluating a potential business relationship (“Opportunity”). The Confidential Information shall not be disclosed to any person other than to such of the receiving party's employees, agents, consultants, representatives and advisors (collectively, the "Representatives") who have a need to know it for the purpose contemplated hereby and who have been advised of and have agreed to be bound by this Agreement as if they were the receiving party.
2. The receiving party shall be responsible for the improper use of the Confidential Information by any of its Representatives.
3. The restrictions set forth in Paragraph 1 shall not apply to any part of the Confidential Information which: a) Was at the time of disclosure or thereafter becomes generally available to the public other than as a result of a disclosure by the receiving party or its Representatives; or b) Is lawfully acquired after the time of the disclosure by the receiving party through a third party under no obligation of confidence to the disclosing party.
4. Neither party will disclose, and each party will direct such of its Representatives as have access to the Confidential Information not to disclose, to any person either the fact that discussions or negotiations are taking place concerning the Opportunity or any of the terms, conditions or other facts with respect to the Opportunity, including the status thereof.
5. If are receiving party or any of its Representatives is served with a subpoena, writ or other governmental process purporting to require disclosure of any Confidential Information, to the extent practicable, the receiving party will promptly notify the disclosing party of such fact in order to permit the disclosing party to seek a protective order or take other appropriate action. The receiving party will also cooperate in the disclosing party's efforts to obtain a protective order or other reasonable assurance that confidential treatment will be accorded the Confidential Information. If, in the absence of a protective order, the receiving party or any of its Representatives is, in the written opinion of the receiving party's counsel addressed to the disclosing party, compelled as a matter of law to disclose the Confidential Information, the receiving party may disclose to the party compelling disclosure only the part of the Confidential Information as is required by law to be disclosed and the receiving party will use its reasonable best efforts to obtain confidential treatment for the Confidential Information that is so disclosed.
6. At any time, upon the request of the disclosing party or its legal counsel, the receiving party shall return the Confidential Information to the disclosing party and shall not retain any copies or other reproductions or extracts thereof. At such time, all documents, memoranda, notes and other writings whatsoever prepared by the receiving party, or its Representatives, based on the Confidential Information received from the disclosing party, shall be destroyed and such destruction shall be certified in writing to the disclosing party by the authorized person supervising such destruction. Notwithstanding the foregoing, CRI and its Representatives may retain Confidential Information contained in computerized archival systems required for regulatory compliance purposes.
7. Neither party makes any representations or warranties of any kind, either express or implied, as to the accuracy or completeness of the Confidential Information provided to the other party and neither party assumes any responsibility or shall have any liability whatever with respect to any information furnished hereunder or the receiving party's use thereof; it being understood and agreed that such matters shall be the subject of the definitive documentation should the parties desire to proceed with any Opportunities.
8. No agreement regarding the Opportunity will be deemed to exist unless and until a definitive agreement has been executed and delivered by each of the parties. Unless and until a definitive agreement has been so executed and delivered, neither party has any legal obligation to the other party of any kind with respect to the Opportunity because of this Agreement or any other written or oral expression with respect to the Opportunity except, in the case of this Agreement, for the matters specifically agreed to herein.
9. During the period commencing on the date hereof and continuing for a period of two years, neither party nor any of its affiliates will solicit for employment or hire or cause to be solicited or hired any officer or employee of the other party; however, nothing contained herein shall be construed to prohibit either party from hiring employees or former employees of the other party who (a) respond to general advertisements for employment, (b) contact the party of their own accord, or (c) are recruited through employment agencies (so long as the party does not direct such agencies to solicit the other party’s employees).
10. Money damages would not be a sufficient remedy for any violation of the terms of this Agreement and, accordingly, each party will be entitled to specific performance and injunctive relief as remedies for any violation of this Agreement by the other party or its Representatives, in addition to all other remedies available at law or equity.
11. No failure or delay in exercising any right hereunder will operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right. This Agreement may not be amended except in a writing signed by both parties. This Agreement will be binding on and inure to the benefit of the parties hereto and their respective successors and assigns.
12. This Agreement will be governed by and construed in accordance with the laws of the State of Texas, without giving effect to the principles of conflict of laws thereof. This Agreement contains the complete agreement between the parties relating to the subject matter hereof and supersedes any prior agreements or understandings, if any, between the parties, whether written or oral, relating to such subject matter.
13. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original and all of which together will be deemed to be one and the same document.
1. The Confidential Information shall be kept in strict confidence by the receiving party and shall not be used in competition with the disclosing party to which it relates or for any other purpose other than evaluating a potential business relationship (“Opportunity”). The Confidential Information shall not be disclosed to any person other than to such of the receiving party's employees, agents, consultants, representatives and advisors (collectively, the "Representatives") who have a need to know it for the purpose contemplated hereby and who have been advised of and have agreed to be bound by this Agreement as if they were the receiving party.
2. The receiving party shall be responsible for the improper use of the Confidential Information by any of its Representatives.
3. The restrictions set forth in Paragraph 1 shall not apply to any part of the Confidential Information which: a) Was at the time of disclosure or thereafter becomes generally available to the public other than as a result of a disclosure by the receiving party or its Representatives; or b) Is lawfully acquired after the time of the disclosure by the receiving party through a third party under no obligation of confidence to the disclosing party.
4. Neither party will disclose, and each party will direct such of its Representatives as have access to the Confidential Information not to disclose, to any person either the fact that discussions or negotiations are taking place concerning the Opportunity or any of the terms, conditions or other facts with respect to the Opportunity, including the status thereof.
5. If are receiving party or any of its Representatives is served with a subpoena, writ or other governmental process purporting to require disclosure of any Confidential Information, to the extent practicable, the receiving party will promptly notify the disclosing party of such fact in order to permit the disclosing party to seek a protective order or take other appropriate action. The receiving party will also cooperate in the disclosing party's efforts to obtain a protective order or other reasonable assurance that confidential treatment will be accorded the Confidential Information. If, in the absence of a protective order, the receiving party or any of its Representatives is, in the written opinion of the receiving party's counsel addressed to the disclosing party, compelled as a matter of law to disclose the Confidential Information, the receiving party may disclose to the party compelling disclosure only the part of the Confidential Information as is required by law to be disclosed and the receiving party will use its reasonable best efforts to obtain confidential treatment for the Confidential Information that is so disclosed.
6. At any time, upon the request of the disclosing party or its legal counsel, the receiving party shall return the Confidential Information to the disclosing party and shall not retain any copies or other reproductions or extracts thereof. At such time, all documents, memoranda, notes and other writings whatsoever prepared by the receiving party, or its Representatives, based on the Confidential Information received from the disclosing party, shall be destroyed and such destruction shall be certified in writing to the disclosing party by the authorized person supervising such destruction. Notwithstanding the foregoing, CRI and its Representatives may retain Confidential Information contained in computerized archival systems required for regulatory compliance purposes.
7. Neither party makes any representations or warranties of any kind, either express or implied, as to the accuracy or completeness of the Confidential Information provided to the other party and neither party assumes any responsibility or shall have any liability whatever with respect to any information furnished hereunder or the receiving party's use thereof; it being understood and agreed that such matters shall be the subject of the definitive documentation should the parties desire to proceed with any Opportunities.
8. No agreement regarding the Opportunity will be deemed to exist unless and until a definitive agreement has been executed and delivered by each of the parties. Unless and until a definitive agreement has been so executed and delivered, neither party has any legal obligation to the other party of any kind with respect to the Opportunity because of this Agreement or any other written or oral expression with respect to the Opportunity except, in the case of this Agreement, for the matters specifically agreed to herein.
9. During the period commencing on the date hereof and continuing for a period of two years, neither party nor any of its affiliates will solicit for employment or hire or cause to be solicited or hired any officer or employee of the other party; however, nothing contained herein shall be construed to prohibit either party from hiring employees or former employees of the other party who (a) respond to general advertisements for employment, (b) contact the party of their own accord, or (c) are recruited through employment agencies (so long as the party does not direct such agencies to solicit the other party’s employees).
10. Money damages would not be a sufficient remedy for any violation of the terms of this Agreement and, accordingly, each party will be entitled to specific performance and injunctive relief as remedies for any violation of this Agreement by the other party or its Representatives, in addition to all other remedies available at law or equity.
11. No failure or delay in exercising any right hereunder will operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right. This Agreement may not be amended except in a writing signed by both parties. This Agreement will be binding on and inure to the benefit of the parties hereto and their respective successors and assigns.
12. This Agreement will be governed by and construed in accordance with the laws of the State of Texas, without giving effect to the principles of conflict of laws thereof. This Agreement contains the complete agreement between the parties relating to the subject matter hereof and supersedes any prior agreements or understandings, if any, between the parties, whether written or oral, relating to such subject matter.
13. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original and all of which together will be deemed to be one and the same document.
14. This Agreement shall terminate and be of no further force or effect after the expiration of a period of two (2) years from the date hereof, provided, however, no party shall be relieved of liability for any breach of this Agreement prior to the second anniversary of the date hereof.
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