MUTUAL NON-DISCLOSURE & NON-CIRCUMVENT AGREEMENT by bys16452

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									   MUTUAL NON-DISCLOSURE & NON-CIRCUMVENT AGREEMENT


DATE:     February 19, 2008
In connection with a possible business relationship or transaction (“Transaction”), the undersigned Mark
E. Anderson of Lifetime Warranty Administration Corporation (dba “LWACOR”), and Affiliated
Companies, with offices at 2556 Apple Valley Way, Suite 100, Atlanta, GA 30319 intends to hold
discussions and share proprietary information with __________________________________________.
Accordingly, representatives of LWACOR and _________________________________________
intend to meet from time to time, during which both parties may receive orally, in writing, by the Internet
(including e-mail and website), by review or by inspection, Confidential Information as to the
Transaction. “Confidential Information” to be disclosed, reviewed or inspected as the case may be might
include cost and expense data, computer software, computer network systems, other computer and data
processing information, trade secrets, secret processes and formulae, technology, marketing information,
marketing plans, provider and other network information, financial projections, business plans, client lists
and prospective client lists, customer data and such other information as may be supplied by either party.
Some of this Confidential Information is not generally ascertainable from public or published information
or trade sources. In accordance with and due to the disclosure of Confidential Information, the parties
hereto do agree as follows with regard to such Confidential Information.
1. Both parties hereby undertake and agree to retain in confidence and to require our employees,
   consultants, professional representatives, agents, and business associates and partners to retain in
   strictest confidence, all such Confidential Information provided to them by the other party, and
   neither party shall disclose to others or permit the use or disclosure of any such Confidential
   Information obtained from or revealed by LWACOR or ______________________________.
2. In the event either party shall terminate such discussions for any reason, each party shall forthwith
   deliver to the other, without retaining copies thereof, any and all documents or other written
   information, electronic media and information of any type or samples of products obtained from the
   other party in connection with such discussions.
3. Neither Party shall, without the prior written consent of the other make any statement or public
   announcement, or any release to trade publications or to the press, make any statement to any
   competitor, customer or third party, with respect to such discussions, except as may be necessary to
   comply with the requirements of any law, government order or regulation. In such case, each party
   agrees to provide the other with a minimum of forty-eight (48) hours prior written notification of any
   disclosure to permit the other party to contact or challenge the same.
4. Neither Party shall use the Confidential Information received from the other Party to:
    • circumvent the other Party in any way or transact business in any manner; or
    • transact business in any manner whatsoever with any vendor on the other party’s vendor list.
5. Both parties hereby confirm that any information disclosed to the other party, or any discussions held
   prior to the transmittal of this letter, shall also be the subject of this “Mutual Non-Disclosure & Non-
   Circumvent Agreement”.
6. Both parties herewith agree to obtain a confidentiality agreement from any third party with whom
    discussion of the Confidential Information is to occur, to insure the protection of the
    Confidential Information.
7. Both parties herewith agree nothing contained herein shall be construed to create the relationship of
   employer and employee or create any rights to act on behalf of the Company. The parties further
   agree that this Agreement is not intended and shall not be construed to create an agency relationship,
   partnership, joint venture or anything of a similar nature.
             MUTUAL NON-DISCLOSURE & NON-CIRCUMVENT AGREEMENT


   8. Non-Solicitation
      a. During the period that this Agreement is in effect and for the one-year period immediately
         following termination of this Agreement, each party shall not directly or indirectly through
         another entity (i) induce or attempt to induce any employee of, or consultant to, the other
         party or its subsidiaries to leave the employ of, or consultancy to, the other party or its
         subsidiaries, or in any way interfere with the relationship between the other party or its
         subsidiaries and any employee or consultant thereof, (ii) hire any person who was an
         employee of, or consultant to, the other party or its subsidiaries at any time during the twelve-
         month period immediately prior to the date on which such hiring would take place without
         the written consent of an officer of the other party (it being conclusively presumed by the
         parties so as to avoid any disputes under this section that any such hiring within such twelve-
         month period is in violation of clause (i) above); (iii) call on, solicit or service any customer,
         supplier, licensee, licensor, consultant, contractor or other business relation of the other party
         or its respective subsidiaries in order to induce or attempt to induce such person to cease
         doing business with the other party or its subsidiaries, or in any way interfere with the
         relationship between any such customer, supplier, licensee, licensor, consultant, contractor or
         other business relation and the other party or its subsidiaries (including, without limitation,
         making any negative statements or communications about the other party or its subsidiaries);
         (iv) call on, solicit, or take away or attempt to call on, solicit, or take away any of the other party
         's customers and vendors on whom the party called or became acquainted during his/her/its
         contractual relationship with the other party, either on its behalf or that of other person, firm, or
         corporation; (v) Relationships existing prior to or self-acquired during the contractual
         relationship are specifically excluded.
       b. If, at the time of enforcement of the covenants contained in this section above (the
          “Protective Covenants”), a court shall hold that the duration, scope or area restrictions stated
          herein are unreasonable under circumstances then existing, the parties hereto agree that the
          maximum duration, scope or area reasonable under such circumstances shall be substituted
          for the stated duration, scope or area and that the court shall be allowed to revise the
          Protective Covenants to cover the maximum duration, scope and area permitted by law. Both
          parties agree that the Protective Covenants are reasonable in terms of duration, scope and area
          restrictions and are necessary to protect the goodwill of the parties’ businesses and agree not
          to challenge the validity or enforceability of the Protective Covenants.
       c. If any party breaches, or threatens to commit a breach of, any of the Protective Covenants, the
          non-breaching party and its subsidiaries shall have the following rights and remedies, each of
          which rights and remedies shall be independent of the others and severally enforceable, and
          each of which is in addition to, and not in lieu of, any other rights and remedies available to it
          or its subsidiaries at law or in equity:
           1) Both parties agree that any nondisclosure or circumvention or use of the Confidential
              Information in violation of this Agreement by one party would result in irreparable
              damage to the other party, for which there is no adequate remedy at law. Therefore, both
              parties agree that said disclosure by either party in violation of this agreement, shall
              entitle the other party to equitable relief, including injunctive relief, reasonable attorney’s
              fees, and specific performance.
           2) The right and remedy to require the breaching party to account for and pay over any
              profits, monies or other benefits derived or received as the result of any transactions
              constituting a breach of the Protective Covenants.
9. This Mutual Non-Disclosure & Non-Circumvent Agreement shall be governed by and in accordance
with the laws of the State of Georgia.
              MUTUAL NON-DISCLOSURE & NON-CIRCUMVENT AGREEMENT


10. This agreement is not binding on either party until executed by both parties hereto.


11. Agreed to and accepted by:                 Signature:


                                          Name Printed: Mark E. Anderson


  Date: February 19, 2008                           Title: President, LWACOR



12. Agreed to and accepted by:                 Signature:


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13. Agreed to and accepted by:                 Signature:


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14. Agreed to and accepted by:                 Signature:


                                          Name Printed:


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