MUTUAL CONFIDENTIALITY AGREEMENT
This CONFIDENTIALITY AGREEMENT (this “Agreement”) is entered into as of this day as certified by digital consent, by and between <___The Client___>, a legally formed company with a principal address certified by digital consent (together with its subsidiaries and affiliates) as certified by digital consent, and Home Sweet Home LLC, doing business as Franchise Ready, a Connecticut limited liability company with a principal address of 9 School St. Unit 6, East Granby, CT 06026, (“”). Each of <___The Client___> and Franchise Ready may be referred to as a “Party.” When disclosing Confidential Information, a Party is referred to as “Disclosing Party” and the Party receiving such Confidential Information is referred to as “Recipient.” Wherein this particular engagement acknowledges that proprietary content and other intellectual properties such as the RYG questionnaire and assessment documentation are exchanged between participants for examination by both sides, each participant shall be considered "Party" for elements they share with the other, and "Recipient" for elements they receive by the other "Party". For good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, it is agreed that:
As used herein, “Confidential Information” means any and all private, confidential, trade secret or other proprietary information (whether or not embodied or contained in some tangible form) relating to any actual or anticipated business of a Party, including, without limitation, any information which, if kept secret, will provide such Party with an actual or potential economic advantage over others in the relevant trade or industry, such as, but not limited to: (i) supplier and customer lists, supplier and customer-specific information, user lists, vendor lists and content provider lists; (ii) planning data and selling and marketing strategies; (iii) product and process designs, formulas, processes, plans, drawings, concepts, techniques, systems, strategies, software programs and works of authorship; (iv) manufacturing and operating methods; (v) research and development data and materials, including those related to the research and development of products, materials or manufacturing and other processes; (vi) financial and accounting information, financial and accounting records, pricing information, projects, budgets, projections and forecasts; (vii) all industrial and intellectual property rights, including, without limitation, patents, patent applications, patent rights, trademarks, trademark applications, trade names, service marks, service mark applications, copyrights, copyright applications, databases, algorithms, computer programs and other software, know-how, trade secrets, proprietary processes and formulae, inventions, trade dress, logos, design and all documentation and media constituting, describing or relating to the above; (vii) employee identies and compensation arrangements; (viii) other information with respect to the Disclosing Party which, given the totality of the circumstances, the Recipient has, or should have, reason to believe is proprietary, confidential, or competitively sensitive or could impair the Disclosing Party’s ability to compete in the marketplace.. Confidential Information shall not include information that: (i) at the time of first disclosure by Disclosing Party to Recipient was already in the possession of Recipient, as shown by written records existing as such time; (ii) is independently made available to Recipient on a non-confidential basis by an unrelated and independent third party whose disclosure does not constitute a breach of any duty of confidentiality owed to Disclosing Party; (iii) is generally available to the public in a readily-available document; or (iv) the Recipient can prove was independently developed by it without reference to or knowledge of the Disclosing Party’s Confidential Information. The burden of proving any of the foregoing exceptions rests with the Party invoking such exception.
Except as required in evaluating a potential business opportunity between the Parties, Recipient shall not directly or indirectly use, disclose, disseminate, publish or otherwise reveal any Confidential Information to any third party without the prior written consent of Disclosing Party, and shall not use the Confidential Information in any way detrimental to Disclosing Party. Only full-time employees, officers, directors and other representatives of Recipient (collectively “Representatives”) who agree to be bound by the terms of this Agreement, and who need to review the Confidential Information in connection with evaluating such business opportunity between the Parties may access and view the Confidential Information. Recipient will take all reasonable actions, by instruction, written agreement, or otherwise, to cause such Representatives to comply with the terms and conditions of this Agreement, and shall be liable for any and all breaches of this Agreement by any Representative. Recipient shall use the same methods of protecting any Confidential Information of Disclosing Party as it uses to protest its own significant confidential information, and, in any event, no less than a reasonable degree of protection. In the event that Recipient is required by a court of competent jurisdiction to disclose Confidential Information, Recipient shall first (unless expressly prohibited by law, regulation, and applicable authority) provide Disclosing Party with immediate notice and the opportunity to seek a protective order or to take appropriate action to preserve the confidential nature of the information. If Disclosing Party is unable to, or does not, obtain an order to preserve the confidential nature of the information, Recipient shall only disclose the minimum amount as is necessary to comply with its legal obligations as determined by Recipient’s attorney, and shall work with the Disclosing Party minimize the extent and effects of such disclosure. Each Party agrees to notify the other Party in writing of any misuse or misappropriation of Confidential Information of the other Party that may come to its attention.
Upon Disclosing Party’s request, Recipient shall return to Disclosing Party or destroy all Confidential Information and any and all copies or reproductions thereof, and any documents or materials containing, or derived from, Confidential Information, in any case, whether tangible or intangible, in Recipient’s possession or control. Recipient shall certify to his/her or its compliance with this Section in writing upon Disclosing Party’s request.
Recipient understands and agrees that the terms of this Agreement are reasonable and necessary to protect Disclosing Party’s business interests. Recipient further agrees that Disclosing Party would suffer immediate and irreparable harm not adequately compensated by money damages alone if Recipient violates the terms of this Agreement. Thus, in addition to any other rights or remedies, all of which shall be deemed cumulative, Disclosing Party shall be entitled to seek injunctive relief to enforce the terms of this Agreement, without having to post any bond or any other form of security, without having to show any likelihood of irreparable harm, and without having to prove that money damages would be an inadequate remedy. Such remedies will not be deemed to be the exclusive remedies for a breach by Recipient of this Agreement but will be in addition to all other remedies available at law or in equity to the Disclosing Party. The prevailing Party in any such action for breach of this Agreement shall be entitled to reimbursement of attorneys fees.
Recipient understands and acknowledges that the Disclosing Party makes no representation or warranty, express or implied, as to the accuracy or completeness of the Confidential Information, nor is any license or other rights conveyed to Recipient by this Agreement.
Nothing herein shall obligate either party to proceed with any transaction between them, and each party reserves the right, in its sole discretion, to terminate the discussions contemplated by this Agreement concerning a mutually agreeable business opportunity. Neither this Agreement nor the disclosure or receipt of Confidential Information constitutes or implies any promise or intention by either party to enter into a partnership, agency, employment, or joint venture relationship with the other party hereto.
The disclosure period for Confidential Information under this Agreement shall last for a period of one (1) year from the date hereof, and neither Party shall disclose Confidential Information to the other thereafter. This Agreement shall commence as of the Effective Date first written above, and continue in effect until the earlier to occur of (a) three (3) years from the date hereof, (b) such time as all Confidential Information disclosed hereunder becomes publicly known and made generally available through no action or inaction of Recipient, and (c) the Parties enter into a written agreement governing the business relationship contemplated in Section 1 hereof, which contains confidentiality obligations concerning the Confidential Information disclosed hereunder, and which expressly supersedes this Agreement.
All notices or other communications which are required or permitted hereunder shall be in writing and sufficient if delivered personally, telecopied, sent by nationally-recognized overnight courier or sent by certified mail, postage prepaid, return receipt requested, addressed as set forth on the signature page of this Agreement, or to such other address as the party to whom notice is to be given may have furnished to each other party in writing in accordance herewith. Any such communication shall be deemed to have been given: (i) when delivered if sent by hand delivery or facsimile (with confirmation of receipt); (ii) on the business day after dispatch if sent by nationally-recognized, overnight courier or (iii) four business days after mailing if sent by certified mail.
This Agreement contains the full agreement of the parties relating to the subject matter hereof, and shall be governed by and construed in accordance with the internal laws of the State of Illinois, without reference to its principles of conflicts of laws. Neither Party may assign this Agreement and any assignment will be void ab initio and of no force or effect absent the prior written consent of the other Party. No waiver hereunder shall be valid unless in writing. In the event that any provision of this Agreement shall be held invalid or unenforceable by reason of the scope or duration thereof or for any other reason, such invalidity or unenforceability shall attach only to the particular aspect of such provision found invalid or unenforceable and shall not affect any other provision of this Agreement. To the fullest extent permitted by law, this Agreement shall be construed as if the scope or duration of such provision had been more narrowly drafted so as not to be invalid or unenforceable. A signature will be certified and recorded digitally by checking the box above and shall be as valid and binding upon a Party as an original signature of such Party.