ENGAGEMENT OF SXXXXX. On the terms and conditions set forth in this Agreement, Canandaigua hereby engages Sxxxxx as an independent contractor to develop, farm and manage approximately three thirty hundred (330) acres of Vineyard, as specifically described in Exhibit A, on an exclusive basis during the term of this Agreement, and Sxxxxx hereby accepts such engagement. Sxxxxx shall NOT be required to farm and manage the Property as its sole and exclusive function, and it retains the right to have other business interests and may engage in other activities, including but not limited to performance of farm management services for itself and for parties other than Canandaigua, whether or not in conflict with the business interests and activities of Canandaigua. Sxxxxx, on behalf of itself and its employees, agents and independent contractors, agrees to keep confidential, and not to disclose to any third parties information about Canandaigua ("Confidential Information"), whether learned in the course of performing its duties hereunder or otherwise. Confidential Information shall include, without limitation, information about the Vineyard, varieties planted, yields, costs and any other data pertaining thereto; provided, however, that Confidential Information shall not include any information that (a) is generally available to or known by the public or (b) was available to Sxxxxx prior to disclosure by Canandaigua or becomes available to Sxxxxx on a non-confidential basis, provided that the source of any such information was not known by Sxxxxx to be bound by any confidentiality agreement or obligation to Canandaigua.
