NON-DISCLOSURE AGREEMENT
("Discloser") Xxxxxxxx Xxxxxxx and Chelsea Collection, Inc. and
INTERNATIONAL VITAMIN COMPANY, LLC ("Recipient") agree that the following terms
and conditions apply to confidential information ("Information") given to the
Recipient under this Agreement. Both parties agree that the mutual objective
under this Agreement is to provide appropriate protection for Information while
maintaining the ability to conduct business activities. Information shall be
defined as: (a) Discloser's product formulas for each of its products as
determined by Discloser Xxxxxxxx Xxxxxxx (and approved by Recipient) from time
to time; and (b) marketing, sales and financial documents or information which
relates to Disclosure and its products; (c) any other documentation or
information which by prior written notice Discloser informs recipient that such
matters are "confidential information". All of the forgoing is subject to the
exceptions hereinafter set forth. Any and all information and/or documents
related to the formula are per se confidential.
1. DISCLOSURE;
Information that is disclosed which relates to the evaluation of a business
opportunity will be disclosed in writing and indicated as confidential
information. The Discloser as it relates to the formula will be Xxxxxxxx
Xxxxxxx exclusively. Unless written notice is given by Xxxxxxxx Xxxxxxx
no-one other than the employees involved can have information related to
the formula.
a. Liquidated Damages regarding breach of the formula will apply to
Xxxxxxxx Xxxxxxx and to Chelsea Collection, Inc. as it relates to the loss
of revenues for the breach.
2. OBLIGATION OF CONFIDENTIALLITY
Recipient may use the information solely for the purposes of the agreement.
Recipient may disclose information to (a) its employees, professional
consultants as may be necessary or expedient to perform the duties of
Recipient; and (b) any other parties with Disclosure's prior written
consent; and (c) if requested by any judicial government or regulatory
authority to disclose information. The Recipient will be responsible for
any dissemination of the confidential materials by anyone they disclose it
to including employees. This agreement will be for a two year period and be
self renewing for same length of time unless either party terminates the
agreement in writing.
3. CONFIDENTIALLITY PERIOD
Disclosed information continues to be subject to this Agreement during the
term of this Agreement and ongoing after the last transaction between
parties from the date this Agreement. In the event this Agreement is
terminated all information related to the products must be returned to the
Company and Xxxxxxxx Xxxxxxx.
4. EXCEPTIONS
No obligation of confidentiality applies to any Information that Recipient:
a) already possesses without obligation of confidentiality
b) develops independently; or
c) rightfully receives without obligations of confidentiality from a
third party
d) any data or information generally known to the public and/or
industry
It is acknowledged by the parties that Discloser uses many if not all of
the same ingredients currently manufactured by Recipient for its own products
and for products it manufactures for others, however in different proportions
and/or appearance. Nothing herein shall prevent Recipient from making products
having similar ingredients as Discloser's products, however not having the same
proportions of such ingredients as designed as Discloser's products unless such
proportions are already being manufactured by Recipient or its other customers.
Neither this Agreement nor any disclosure information grants recipient any
license under any patents, copyrights, or other intellectual property rights
established by Discloser.
5. REPRESENTATIONS AND WARRANTIES
Discloser hereby represents and warrants that any Information disclosed to
Recipient as being solely owned and confidential to Disclosure is not the
property of any other party for which Discloser is obligated to keep
confidential from the Recipient from the sale of Discloser's products in
breach of the abovementioned representations and warranties and the duties
and obligations of Disclosure to any other party, including the payment of
any royalties, if any, that Discloser may owe any other party regarding the
sale of such products.
6. TERMINATION
Either party may terminate this Agreement by providing the proper notice to
the other party. Upon notice of a request for termination, the Recipient
shall (i) cease using the Information, (ii) return the Information and all
copies, notes or extracts thereof to the Discloser within seven (7) days of
demand or alternatively, certify that all information has been destroyed,
and (iii) upon request of the Discloser, certify in writing that the
Recipient has complied with the obligations set forth in this paragraph.
7. NOTICE
All notices and demands hereunder shall be in writing and shall be served
by personal service or by mail at the address of the Recipient. All notices
or demands by mail shall be certified or registered mail, return receipt
requested, or by nationally recognized private express courier, and shall
be deemed complete upon receipt.
8. NON-CIRCUMVENTION/NON-COMPETE
Except as otherwise set forth here in this Agreement, the Recipient hereby
agrees not to solicit the clients of Discloser which have been disclosed to
Recipient as confidential information and are not already also the
customers of Recipient as herein set forth without written consent of
Discloser. Furthermore, the Recipient agrees to advise its employees to
better assure that said employees do not utilize the confidential
information in contacting Discloser's clients. In the event of breach of
this paragraph, it is understood that Discloser shall have such rights and
remedies as elsewhere set forth in this Agreement.
9. GENERAL PROVISIONS
a) This Agreement does not require either party to disclose or
receive information.
b) Neither party may assign its rights or delegates its duties or
obligations under this Agreement without prior written consent.
Any attempt to do so is void.
c) This Agreement shall be in all respects, governed by and
construed and enforced in accordance with the laws of the State
of Nevada, including all matters of construction, validity and
performance. Any action to enforce or interpret the terms of this
Agreement shall be instituted and maintained in a court of
competent jurisdiction in Xxxxx County, Nevada. The parties
respectfully hereby consent to jurisdiction of such court and
waive any obligations to such jurisdiction. In any action or
proceeding arising out of this Agreement, the party prevailing in
such action shall be entitled to recover its reasonable
attorney's fees and costs awarded by said court of competent
jurisdiction.
d) Either party may terminate this agreement by providing written
notice to the other. Any provisions of this Agreement which by
their nature extend beyond its termination will remain in effect
beyond such termination until fulfilled and will apply to either
party's successors or assigns. Upon Discloser's written request,
Recipient, at is option, will return or destroy all information,
including copies.
e) Except as modified by written agreement signed by Parties, the
terms and conditions of this Agreement remain in full force and
effect.
f) No representations or statements of any kind made by either party
that are not expressly stated herein shall be binding on such
party. The parties agree that there are no third party
beneficiaries to this Agreement.
g) No supplement, modification, or amendment of this Agreement shall
be binding, unless executed in writing by a duly authorized
representative of each party to this Agreement except where
indicated otherwise.
h) This Agreement may be executed in one or more counterparts, each
of which shall be deemed an original, but which together shall
constitute one and the same document.
i) It is agreed and acknowledged by the signatories that it shall be
binding on the parties hereto, their assigns, clients, employees,
representatives, agents, heirs, and successor(s), that their
signatures on facsimile transmissions will have the same force
and effect as originals.
j) Neither party shall have any obligation by virtue of this
Agreement to procure any goods or services from the other party,
nor to enter into any further agreements with the other party.
However, this paragraph shall not apply once subsequent
agreements are entered into between the parties to procure goods
or services from the other party.
By: ____________________________________
Name: Xxxxxxxx Xxxxxxx
Title: ___________________________________
Date: ___________________________________
By: ____________________________________
Name: __________________________________
Title: _________________, Chelsea Collection, Inc.
Date: ___________________________________
NATIONAL VITAMIN COMPANY, LLC ("RECIPIENT")
By: _____________________________________
Name: Xxxx Xxxxxxxx, Xx.
Title: General Manager
Date: ____________________________________
