This Mutual Non-Disclosure Agreement (“Agreement”) is between Career Corner Services, LLC(“Disclosing Party"), a [SC] LIMITED LIABILITY COMPANY, and its subsidiaries, having a principal place of business.

 

WHEREAS, each party may disclose information (“Disclosing Party”) to the other (“Recipient”) that relates to the Disclosing Party’s price quotes, preliminary concepts, sales and/or marketing proposals, branding strategies, creative designs and concepts, technical data, web designs, trade secrets and know-how, research, product plans, products, customer technical requirements, software, programming techniques, algorithms, services, suppliers, supplier lists, customers, employee lists, customer lists, markets, developments, inventions, processes, technology, designs, drawings, engineering, apparatus, techniques, hardware configuration information, marketing, forecasts, business strategy, finances or other business information (“Confidential Information”).  The parties agree as follows:

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1. Purpose.  The purpose of this Agreement is to protect all intellectual property rights and confidential information of Career Corner Services,  LLC (Disclosing Party). This includes but is not limited to protection of any original specifications, list of ingredients, proportions, mixing techniques, semi-custom formulations, any information regarding current and future business operations, business plans, pricing, research and development, future products, trade secrets, and financial information.

2. Disclosure.    Recipient shall not disclose the Disclosing Party’s Confidential Information to a third party, or use the Disclosing Party’s Confidential Information except as authorized by the Disclosing Party and contemplated by the nature of the proposed business relationship between the parties.  Recipient shall protect the confidentiality of the Disclosing Party’s Confidential Information in the same manner that it protects the confidentiality of its own confidential information of like kind, and shall disclose such information to (i) its employees and independent contractors who have a need to know; and ii) any other party with the Disclosing Party's prior written consent.  Before disclosure to any of the above parties, the Recipient must have an appropriate written agreement with such party sufficient to require that the party treats such Confidential Information in accordance with this Agreement.

 

Each party further agrees that it will not, and will cause its respective directors, officers, employees, advisors, and agents not to, disclose to any person (including current, former or prospective clients or vendors of either party) that it is having or has had discussions with the other party, except that it may make such disclosure if it has received the written opinion of its outside legal counsel that such disclosure must be made by it in order that it not commit a violation of law.

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1. Ownership.  Any information disclosed shall remain the property of the Disclosing Party.

2. Use.  Disclosing Party and Recipient each agree not to use the other party's Confidential Information for its own use or for any purpose except for the purpose described in paragraph 1.   

 

Each party agrees to notify the other party in writing of any misuse or misappropriation of the Confidential Information by it or its agents and shall be responsible for any breach of this Agreement by it or its agents.  This Agreement shall not restrict the Recipient’s use of information (including, but not limited to, ideas, concepts, know-how, techniques and methodologies): (a) which is or becomes publicly available through no breach of this Agreement; (b) which is independently developed by Recipient without reference to the Confidential Information; (c) which is previously known to Recipient without obligation of confidence; or (d) which is acquired by Recipient from a third party which is not, to Recipient’s knowledge, subject to an agreement of confidentiality with respect to such information.

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1. Future Development.   No discussions with or disclosures made under this Agreement shall impair the right of either party to make, procure or market products or services now or in the future, independent of these disclosures, which may be competitive with those to which any Confidential Information may relate.  Furthermore, neither party shall in any way be obligated to acquire or license any information or technology by virtue of this Agreement.

2. Property Rights, Return of Materials.  All materials, including Confidential Information disclosed by Career Corner Services, LLC / Recipient under this Agreement, shall remain the property of the disclosing party.  Each party shall, upon the completion of the purpose of this Agreement or request by the other party, return all materials received or obtained under this Agreement, including Confidential Information, and all copies and all documents containing any portion of any Confidential Information.

3. Disclosure Required by Law.  Notwithstanding anything to the contrary contained in paragraphs 2 and 4 hereof, the Confidential Information may be disclosed to the extent that such disclosure is necessary to comply with any law, regulation, or order of court, provided that each party shall give the other party reasonable advance notice of any such proposed disclosure, shall use its reasonable best efforts to secure an agreement in writing to be bound by the provisions of paragraphs 2 and 4 of this Agreement from any person obtaining access to the Confidential Information pursuant to this paragraph 6, and shall advise the other party in writing of the manner of such disclosure.

4. Remedies. Disclosing Party and Recipient each acknowledge that compliance with the provisions of this Agreement is necessary to protect their proprietary interests.  Each party further acknowledges that any unauthorized use or disclosure to any person or entity in breach of this Agreement will result in irreparable and continuing damage, and that each party shall be authorized and entitled to obtain immediate injunctive relief and any other rights or remedies to which it may be entitled.

5. Right to Disclose.  Each party represents and warrants that it has the right to disclose any information provided to the other party in furtherance of the purpose described in paragraph 1, without violating any agreement with or right of any other person or company.  Confidential Information disclosed by a party hereunder may include Confidential Information of a third party, provided that the third party has authorized such disclosure, and in such event this Agreement shall apply equally to such Confidential Information and shall inure to the benefit of such third party.

6. Term.     This Agreement shall be deemed effective as listed as the date above and shall remain in effect in perpetuity; not terminating unless there is a breach of this Agreement OR by mutual agreement of the parties.

7. Termination.  Failure to enforce any provision of this Agreement shall not constitute a waiver of any term hereof.  This Agreement contains the entire agreement of the parties, and supersedes any and all prior understandings, oral or written, with respect to the subject matter hereof.  This Agreement is binding upon and for the benefit of the parties, their successors and assigns, provided that the right to Confidential Information may not be assigned without the written consent of the respective party.

8. Assignment.    Neither this Agreement nor any rights, interest, or obligations under this Agreement may be assigned by any part without prior written consent of the other party.

9.  Venue.  This Agreement shall be governed by and construed in accordance with the internal laws of the State of South Carolina without giving effect to the principles of conflict of laws thereof.  The terms, conditions and covenants of this Agreement shall be binding upon the parties, their agents, and each of their respective successors, and is for the benefit of the parties and their respective directors, officers, stockholders, owners, affiliates, agents, successors and assigns.  This Agreement may be executed in one or more counterparts, each of which shall be an original, with the same effect as if the signatures thereto were upon one instrument.

10. Arbitration. It is agreed that any claim, dispute or controversy between the parties; or claim by either of the parties against the other, or the employees, agents or assigns of the other and any claim arising from or relating to this Agreement or the relationships which result from this Agreement, no matter against whom made, including the applicability of this arbitration clause and the validity of the entire

 

Agreement, shall be resolved by neutral binding arbitration by the American Arbitration Association (or name other firm providing arbitration services, i.e., National Arbitration Forum), under the Arbitration Rules in effect at the time the claim is filed.  Any arbitration hearing at which you appear will take place in the State of South Carolina.

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1. Authority.   This Agreement is legally binding in order to ensure that the benefit of the parties and their respective heirs, personal representatives, successors, and permitted assigns. The undersigned signatories represent and warrant that each signatory is fully authorized and legally empowered to commit each Party to all obligations, herein.

2. Entire Agreement.          This Agreement (including the documents and instruments referred to in this Agreement) constitutes the entire agreement and understanding of the Parties with respect to the subject matter of this Agreement and supersedes all prior understandings and agreements, whether written or oral, among the parties with respect to such subject matter.