Non-Solicitation and Mutual Non-Disclosure Agreement
This Non-Solicitation and Mutual Non-Disclosure Agreement (this “Agreement”) is made as of _____________ __, 2019, between
Verdure Sciences, Inc. (“Verdure”) and ________________________________ (“You”). Verdure and You are engaged in discussions
related to a potential business relationship. In connection with this Business Purpose, Verdure and You recognize that there is a need
to disclose to each other certain confidential information to be used only for the Business Purpose and to protect such confidential
information from unauthorized use and disclosure.
Therefore, in consideration of the mutual covenants below, each party agrees as follows:
1. Business Purpose. “Business Purpose” means furthering
the parties’ ongoing commercial relationship.
2. Confidential Information. “Confidential Information”
means all technical or business information disclosed by one
party to the other party including product formulations,
details, orders, purchasing history, promotional plans and
strategies, pricing and cost information, market development
and market penetration strategies, pre-launch activities,
directories or databases of customers and customer lists,
distributor, customer, manager, staff and supplier
information, software, technology, methods of operation,
research and development, clinical and technical data, testing
processes, protocols and data from customers, customer
testimonials, financial performance, related financial data and
forecasting, strategic partner relationships, suppliers, sub-
suppliers, supply-chain techniques, vendor relationships, and
all other non-public documentation and information.
Confidential Information will not include information that, as
shown by contemporaneous tangible records: (i) is or becomes
generally known or available to the public, through no act or
omission on the part of the receiving party; (ii) was known by
the receiving party prior to receiving such information from
the disclosing party and without restriction as to use or
disclosure; (iii) is rightfully acquired by the receiving party from
a third party who has the right to disclose it and who provides
it without restriction as to use or disclosure; or (iv) is
independently developed by the receiving party without
access to any Confidential Information of the disclosing party.
3. Obligations of the Parties. Each party agrees: (i) to
maintain the other party's Confidential Information in strict
confidence; (ii) not to disclose such Confidential Information
to any third parties; (iii) not to use any such Confidential
Information for any purpose except for the Business Purpose;
and (iv) not to communicate any information to the other Party
in violation of the proprietary rights of any third party. Each
party may disclose the Confidential Information of the other
party to its employees and accountants or attorneys, or other
third parties under written obligation of confidentiality
(“Agents”) who have a bona fide need to know such
Confidential Information for the Business Purpose, but solely
to the extent necessary to pursue the Business Purpose and for
no other purpose; provided that each such Agent is at all times
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bound by a confidentiality obligation (either in writing or under
law) at least as protective of the receiving party's Confidential
Information obligations as stated herein. The provisions of this
Section 3 will not restrict a party from disclosing the other
party’s Confidential Information to the extent required by any
law or regulation; provided that the party required to make
such a disclosure uses reasonable efforts to give the other
party reasonable advance notice of such required disclosure in
order to enable the other party to prevent or limit such
disclosure.
4. Return of Confidential Information. Upon the disclosing
party's request and unless required by law or regulation to
retain at least one copy, the receiving party will promptly:
(i) return to the disclosing party all tangible items and
embodiments containing or consisting of the disclosing party's
Confidential Information and all copies thereof (including
electronic copies); and (ii) to the extent that return of any such
tangible items is not reasonably practical, an executive officer
of the receiving party will certify, in a written statement
provided to the disclosing party, that all such copies have been
permanently erased or destroyed. Nothing herein will create
an obligation to return, erase, or destroy any documentation
required to be maintained under the laws or regulations of the
United States or individual states, e.g. GMP requirements.
5. No Creation of Ownership Interests. All Confidential
Information remains the sole and exclusive property of the
disclosing party. Each party acknowledges and agrees that
nothing in this Agreement will be construed as granting any
rights to the receiving party, by license or otherwise, in or to
any Confidential Information of the disclosing party, or any
patent, copyright or other intellectual property or proprietary
rights of the disclosing party, except as specified in this
Agreement.
6. ALL CONFIDENTIAL INFORMATION IS PROVIDED BY THE
DISCLOSING PARTY “AS IS” WITHOUT WARRANTY OF ANY
KIND.
7. Remedies, Injunction, Etc. Each party acknowledges that
the unauthorized use or disclosure of the disclosing party’s
Confidential Information would cause the disclosing party to
incur irreparable harm and significant damages, the degree of
which may be difficult to ascertain. Accordingly, each party
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agrees that the disclosing party will have the right to obtain
immediate equitable relief to enjoin any unauthorized use or
disclosure of its Confidential Information, in addition to any
other rights and remedies that it may have at law or otherwise.
The parties agree to waive any requirement for a bond in
connection with any such injunctive or other equitable relief.
Each party agrees that the duration and description of the
prohibited conduct described in this Agreement are
reasonable and waive the right to protest the reasonableness
of the limitations, warranties, geographical limitations and
prohibited conduct specified in this Agreement
8. Governing Law. This Agreement will be construed,
interpreted, and applied in accordance with the laws of the
State of Indiana applicable to contracts between residents of
that State and executed in and to be performed in that State.
Any disputes under this Agreement must be brought in the
state and Federal courts with jurisdiction over Hamilton
County, Indiana and the Parties hereby consent to the personal
jurisdiction and exclusive venue of these courts. Each party
will comply with all applicable laws, rules and regulations
relating to the export or re-export of the Confidential
Information, and will not export or re-export Confidential
Information, or the product thereof, in violation of applicable
Federal and State laws, rules or regulations.
9. Severable. All provisions of this agreement are severable.
If any provision of this Agreement is found by a proper
authority to be unenforceable or invalid, such provision will be
changed and interpreted so as to best accomplish the
objectives of such provision within the limits of applicable law
or applicable court decisions. Any waiver or failure to enforce
any provision of this Agreement on one occasion will not be
deemed a waiver of any other provision or of such provision
on any other occasion.
IN WITNESS WHEREOF, the parties have executed this Agreement by their duly authorized officers or representatives.
VERDURE SCIENCES, INC.
Signature: __________________________________
Printed Name: ______________________________
Title: _____________________________________
Date: _____________________________________
Address: 17150 Metro Park Court, Noblesville, IN 46060
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10. Entire Agreement. This Agreement is the complete and
exclusive statement regarding the subject matter of this
Agreement and supersedes all prior agreements,
understandings and communications, oral or written, between
the parties regarding the subject matter of this Agreement.
This Agreement may not be amended except by a writing
signed by both Parties.
11. Assignment. Neither party may assign this Agreement, in
whole or in part, without the other party’s prior written
consent, and any attempted assignment without such consent
will be null and void.
12. Term of Confidentiality. The obligations of this
Agreement will continue to apply to all trade secrets disclosed
hereunder for so long as they remain trade secrets or are
otherwise protected by applicable law, regulation or legal
process, and to all other Confidential Information for (i) 5 years
after the date of the last disclosure of Confidential Information
hereunder or (ii) 5 years after the final business transaction
and the termination of all business relationships between the
parties, whichever is later (the “Term of Confidentiality”).
13. Non-Solicitation. During the Term of Confidentiality, You
agree that neither You nor any of Your officers, employees,
agents, nor those of your subsidiaries or holding companies
(“Restricted Parties”) will directly or indirectly, solicit, place
orders, or otherwise transact business with any supplier or
sub-supplier of Verdure disclosed under this Agreement.
During the Term of Confidentiality, You agree not to solicit any
employees of Verdure to work for anyone else. You agree to
have all Restricted Parties execute a non-solicitation
agreement appropriately restricting solicitation of Verdure’s
suppliers, sub-suppliers or employees.
__________________________________
Signature: __________________________________
Printed Name: ______________________________
Title: ______________________________________
Date: _____________________________________
Address: ___________________________________
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