Download as pdf or txt
Download as pdf or txt
You are on page 1of 5

CONFIDENTIALITY, NON-DISCLOSURE AND NON-CIRCUMVENTION

AGREEMENT

In order to protect the confidential and proprietary information of Cantek Management, LLC, a
California limited liability company (the “Disclosing Party”) disclosed or to be disclosed to
Andrey Gutin
_________________________________, GlobalType
a[Company Comm. Inc.(the “Receiving Party”,
or Individual]
and the Disclosing Party and the Receiving Party shall be hereinafter referred to as the “Parties”),
the Parties hereby agree that:

1. The Disclosing Party has disclosed and may continue to disclose to the Receiving Party
certain business information of the Disclosing Party and/or its Affiliates, including, but not
limited to, information and concepts relating to a marijuana dispensary and related
distribution business, trade secrets, licenses, business projections, customer lists, potential
and actual investors, management information, financial information, business plans, or
other business and/or technical information, in oral or written form, which is proprietary to
the Disclosing Party (hereinafter “Information”) for the purposes of the Receiving Party
and/or the Receiving Party’s’ Affiliates evaluating a potential business transaction with the
Disclosing Party or with a third party related to the business of the Disclosing Party (the
“Permitted Use”). Except as provided in Section 2, all Information provided by the
Disclosing Party shall be considered to be confidential and proprietary Information of the
Disclosing Party, whether such Information is provided in a tangible form or electronically,
whether disclosed orally, visually, or in writing, and whether marked “confidential” or not,
in any form or on any media and shall be treated as such under the terms of this agreement.
The Parties agree that the identity of persons (including entities or individuals) known by
the Disclosing Party (“Identity”), and potential business opportunities (each, an
“Opportunity”) available to the Disclosing Party, are valuable and proprietary, and the
Receiving Party agrees not to use Information received from the Disclosing Party
regarding an Identity or an Opportunity to its own advantage, or to contact any person
whose Identity has been disclosed without the prior written consent of the Disclosing
Party. Identity and Opportunity shall not include any Identity or Opportunity which the
Receiving Party can conclusively establish was (i) an Identity in the Receiving Party’s
possession prior to disclosure by the Disclosing Party, (ii) an Opportunity rightfully
acquired by the Receiving Party prior to learning of the Opportunity from the Disclosing
Party.“Affiliate(s)” shall be defined herein as any company, corporation, limited liability
company or other business entity which controls, is controlled by, or is under common
control with, a Party. For this purpose “control” means ownership (direct or through
another Affiliate) of 50% or more of the voting stock of a corporation, 50% or more of the
capital or profits interests of a partnership, or 50% or more of any ownership interest of
any other business entity.

2. The Receiving Party at all times from and after the date hereof, shall hold such Information
in confidence, shall restrict disclosure of such Information to anyone including, if
applicable, his companies, businesses, affiliates, or his companies’ shareholders, directors,
officers, managers, members, employees or representatives with a need to know (the
Receiving Party’s “Representatives”) and advise such Representatives of the obligations
assumed herein, shall use the Information only for the purposes set forth in this agreement,
shall not, except as provided herein, disclose such Information to any third party without
prior written approval of the Disclosing Party, and shall protect such Information by using
1
the same degree of care to prevent its unauthorized disclosure as the Receiving Party uses
to protect its own confidential information of a like nature (which, in any event, shall be no
less than the care typically exercised by a prudent person within the industry). The
Receiving Party shall be fully responsible for any improper use or disclosure of
Information by any Representative in the same manner as if such improper use or
disclosure had been by the Receiving Party. Notwithstanding the restrictions contained in
this Section 2, the Receiving Party may disclose Information only if each of the following
conditions are met: (i) such disclosure is required by applicable law, regulation, regulatory
request or other governmental requirement; (ii) the Receiving Party gives the Disclosing
Party prompt written notice, to the extent legally permissible and practicable, of such
requirement or regulatory request order to enable the Disclosing Party to obtain a
protective order or other appropriate remedy; (iii) the Receiving Party discloses only that
portion of Information which it is advised by counsel it is legally requested or required to
disclose; and (iv) the Receiving Party uses, to the extent legally permissible, commercially
reasonable efforts to obtain safeguards that confidential treatment will be accorded to such
Information.

These restrictions on the use or disclosure of Information shall not apply to any
Information:

(i) which is independently developed by Receiving Party without benefit of or access


to the Information, as evidenced by documentation in Receiving Party’s
possession; or

(ii) which is lawfully received from another source who, after reasonable inquiry by
Receiving Party, is not known by Receiving Party to be bound by any obligation of
confidentiality to Disclosing Party; or

(iii) after it has become generally available to the public without breach of this
agreement by Receiving Party; or

(iv) which at the time of disclosure to Receiving Party was known to Receiving Party
free of restriction as evidenced by documentation in Receiving Party’s possession;
or

(v) which Disclosing Party agrees in writing is free of such restrictions.

3. This agreement shall be in effect until terminated in writing by the Disclosing Party, which
termination shall be made in the sole discretion of such Disclosing Party. Receiving Party
agrees that all of its obligations undertaken herein with respect to Information received
pursuant to this agreement shall survive and continue after any expiration or termination of
this agreement until the Disclosing Party states in writing that such Information is no
longer the confidential and proprietary information of the Disclosing Party. Upon
termination of this agreement, the Receiving Party shall deliver to the Disclosing Party any
Information received.

4. No license or assignment to Receiving Party under any trademark, patent, copyright, or any
other intellectual property right of Disclosing Party or its Affiliates, is either granted or

2
implied by the conveying of Information to Receiving Party. None of the Information
which may be disclosed by Disclosing Party or its Affiliates shall constitute any
representation, warranty, assurance, guarantee, or inducement by Disclosing Party or its
Affiliates to Receiving Party of any kind, and in particular, with respect to the non-
infringement of trademarks, patents, copyrights or any other intellectual property rights or
other rights of third persons.

5. Neither this agreement nor the disclosure or receipt of Information shall constitute or imply
any promise to or intention to engage in any business relationship by either Party or its
Affiliates.

6. All Information shall remain the property of the Disclosing Party and all copies thereof, on
whatever physical, electronic or other media such Information may be stored, shall be
returned within ten (10) business days of the Disclosing Party’s request or upon Receiving
Party’s determination that it no longer has a need for such Information.

7. The Receiving Party agrees not to announce or disclose to any third person or party their
participation in discussions concerning any potential transaction or relationship between
the Parties, the Information or the nature of any such discussions without first securing the
prior written approval of the other.

8. The Disclosing Party has no obligation to disclose Information to the Receiving Party or its
Affiliates. The Disclosing Party may, at any time: (i) cease giving Information without
liability, and/or (ii) request in writing return of Information previously disclosed.

9. The Parties agrees that the Information shall be used for the Permitted Use only and shall
not be disclosed to any third party. No Information may be used by the Receiving Party in
any manner whatsoever for any other purposes (other than the Permitted Use), including
but not limited to, use in connection with, (i) any third party or potential client of
Receiving Party, or (ii) development by Receiving Party of any products or services in any
way based upon or utilizing the Information.

10. This agreement constitutes the entire understanding between the parties hereto and
supersedes all previous communications, representations and understandings, oral or
written, between the parties with respect to the subject matter of this agreement.

11. No amendment or modification of this agreement shall be valid or binding on the parties
unless made in writing and signed on behalf of each of the parties by their respective duly
authorized officers or representatives.

12. Subject to the limitations set forth in this agreement, this agreement will inure to the
benefit of and be binding upon the parties, their successors and assigns.

13. If any provision of this agreement shall be held by a court of competent jurisdiction to be
illegal, invalid or unenforceable, the remaining provisions shall remain in full force and
effect.

14. The Parties hereby consent to the exclusive jurisdiction and venue, as relevant, in the

3
courts of the State of California, City of Los Angeles, for any and all actions arising out of
or in any manner affecting this agreement and to the governance and construction of this
agreement solely in accordance with the laws of the State of California, excluding that
body of law related to conflict of laws. The Parties further acknowledge and agree that the
rights and obligations set forth in this Agreement are unique, and that any breach of the
rights and obligations contained herein by the Receiving Party shall cause irreparable harm
that cannot be adequately cured by remedies at law to the Disclosing Party. Upon any
breach of this Agreement by the Receiving Party, the Disclosing Party shall be entitled to
an injunction, restraining order, specific performance, and/or any other form of equitable
relief the Disclosing Party deems to be necessary, which shall be in addition to, and not in
lieu of, any other rights and remedies available to the Disclosing Party at law or in equity.
The Receiving Party shall be liable to the other for any breach of this agreement by it or its
Affiliates or Representatives, and shall indemnify the Disclosing Party for any and all
damages resulting from such breach (including reasonable legal fees and the reasonable
cost of enforcing this indemnity).

15. The Receiving Party shall not, and shall ensure that its Affiliates (including any directors,
employees, agents or representatives of any of the foregoing) shall not, directly or
indirectly: (i) engage in direct communications with the Disclosing Party’s customers,
except under the Disclosing Party’s supervision and prior written consent in its sole
discretion, or (ii) impede, obstruct, or circumvent Disclosing Party in its efforts and
activities relating to the development of the Disclosing Party’s business, or otherwise
attempt to compete with the Disclosing Party. The Parties acknowledge that this covenant
is reasonable as to both scope and duration, was bargained for, and is supported by
adequate consideration, part of which is the disclosure of Information.

16. The Parties make no warranty, guarantee or representation, either express or implied, with
respect to any of the Information disclosed hereunder, nor shall either be liable for
damages, of whatever kind, as a result of reliance on or use of the Information provided
hereunder.

17. Notwithstanding any provision of this agreement to the contrary, the provisions of
paragraphs 2, 10, 14 and 15 shall survive any termination of this agreement.

18. This agreement may be executed in counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same instrument. Facsimile
signatures are acceptable.

[Signature page follows]

4
[Signature page to Confidentiality, Non-Disclosure and Non-Circumvention Agreement]

DISCLOSING PARTY: RECEIVING PARTY:

CANTEK MANAGEMENT, LLC

By: _____________________________ By:______________________________


Name: Ahmad Hussain Name:
Title: Management Title:

Dated: ___________________________ 10-04-17


Dated: ____________________________

You might also like