Mutual Confidentiality Agreement Form
THIS MUTUAL CONFIDENTIALITY AGREEMENT is made and effective on the date submitted below, by and between SALVONA LLC, with a place of business at 2521 Kuser Road, Hamilton, NJ 08691 and the company submitted below, with a place of business at the company address submitted below. This Agreement will be in effect for five (5) years from the date of execution.
WHEREAS, the Parties expect to engage in discussions relating to personal care products including, but not limited to, formulations and concepts for same, marketing and packaging concepts, and more specifically, discussions which would have among their objectives the determination of the conditions, terms, and the like, under which the parties may develop a yet to be determined business relationship (the "Subject"); and
WHEREAS, it is expected that such discussions may involve the disclosure and communication of information relating to the Subject by both Parties, including Confidential Information as defined below; and
WHEREAS, the Parties wish to define their rights with respect to any information exchanged and to protect the Confidential Information including any proprietary and novel features contained therein;
NOW, THEREFORE, in consideration of mutual premises set forth below, the Parties agree as follows:
1. The term "Confidential Information" as used in this Agreement shall mean any and all information, and any proprietary and/or novel features therein, including without limitation technical information, discoveries, know-how, patent applications, trade secrets, regulatory filings, data, designs, formulas, drawings, prints, proposals, samples, marketing information and other materials relating to the Subject and technology associated with the Subject and all distribution, planning, marketing and financial information in connection therewith disclosed to the other Party. Except as provided in paragraph 4, all information, whether disclosed orally or in writing shall be Confidential Information.
2. The receiving Party shall not, without the disclosing Party's prior written consent, disclose to any other person, firm, corporation or association any of the Confidential Information or use such Confidential Information for any purposes other than evaluation of an ongoing relationship between the Parties, or such other purposes as may be agreed in writing by the Parties; provided, however, that the receiving Party may transmit any Confidential Information received to its Associated Companies as defined below for evaluation under the same terms of confidentiality as provided herein. Receiving Party shall make all necessary efforts to require its employees to maintain the secrecy of the Confidential Information.
3. The term "Associated Companies" as used herein shall mean any company controlling, controlled by or under the common control with a Party to this Confidentiality Agreement. A company is controlled by ownership, directly or indirectly, of more than 50% of the outstanding stock entitled to vote for election of directors or persons performing a similar function.
4. Notwithstanding the foregoing, the receiving Party shall not be liable for any disclosure or use of any Confidential Information disclosed or communicated by disclosing Party:
(a) if such Confidential Information is publicly available or later becomes publicly available other than through a breach of this Confidentiality Agreement; or
(b) if such Confidential Information is known to the receiving Party on the date such Confidential Information is disclosed as demonstrated by the receiving Party's written documentation; or
(c) if such Confidential Information is subsequently lawfully obtained by receiving Party or its Associated Companies from a third party or parties; or
(d) if such Confidential Information is independently developed by receiving Party without the use of disclosing Party's information.
5. The Parties agree that no license under any patent, patent application, trademark, service mark or any inventions, trade secrets or any other technical information or property of disclosing Party or under any information which is derived from the Confidential Information is granted to receiving Party by this Confidentiality Agreement.
6. This Agreement shall not obligate either Party to enter into any further agreement or relationship with the other.
7. Any information provided hereunder is provided “AS IS,” without warranty of any kind, including without limitation any warranty of title or non-infringement.
8. All of the Confidential Information as defined above which is furnished at any time by disclosing Party to receiving Party shall be and shall remain the sole property of the disclosing Party and be deemed as have been loaned to the receiving Party. All of the Confidential Information supplied to the receiving Party under this Confidentiality Agreement, shall be returned to the disclosing Party within thirty (30) calendar days after a request for its return has been received except that the receiving Party may retain one (1) copy of the Confidential Information for its legal files.
9. If the receiving Party is required by any governmental agency, court or other quasi-judicial or regulatory body to provide Confidential Information received hereunder, it shall not be liable for such disclosure provided that the receiving Party shall, as promptly as reasonably possible, give notice to the disclosing Party of the requirement to provide such Confidential Information in order that the disclosing Party may contest the requirement to provide such information.
10. This Agreement shall expire five (5) years from the date hereof, unless earlier terminated or extended by mutual written consent. Expiration or termination of this Agreement will not affect, modify or nullify any of the obligations of confidentiality and/or non-use of the Receiving Party pursuant to this Agreement.
11. The validity, interpretation, and performance of this Confidentiality Agreement shall be controlled by and construed under the laws of the State of New Jersey, United States of America.
All disputes or differences between parties hereto, including any dispute or difference regarding interpretation of any term or provision, rights or obligations between the parties arising out of or in connection with this agreement shall be determined by arbitration under International Arbitration Rules of American Arbitration Associations which are deemed to be incorporated by reference into this clause. The number of arbitrators shall be three. The place of arbitration shall be the state of New Jersey. The language of arbitration shall be English.
12. This Confidentiality Agreement may not be assigned and any such attempted assignment is null and void.
13. In the event that any term or provision of this Confidentiality Agreement is invalidated at any time by court decision, statutory provision, governmental regulation, or otherwise, the remaining terms and provisions of this Confidentiality Agreement shall remain in full force and effect and by fully binding upon both Parties.
14. This Confidentiality Agreement constitutes the entire Agreement between the Parties relating to the Subject and all prior agreements, whether written or oral related to the Subject, are superseded by this Confidentiality Agreement.
IN WITNESS WHEREOF, this Confidentiality Agreement is signed by the Parties respectively, duly authorized representatives on the effective date first written above.
THIS AGREEMENT DOES NOT BIND OR OBLIGATE EITHER PARTY IN ANY MANNER UNLESS EXECUTED BY AUTHORIZED REPRESENTATIVES OF BOTH PARTIES WITHIN 45 DAYS OF THE EFFECTIVE DATE DEFINED IN THE FIRST PARAGRAPH OF THIS AGREEMENT.