Wholesale Program NDA

THIS NON-DISCLOSURE AGREEMENT (“Agreement”) is made as by and between AGRON LLC a Wyoming limited liability company (“Company”), and members of Agron Wholesale Program

 

COMPANY and RECIPIENT may be referred to hereinafter as a “Party” or Collectively as “Parties”. A . COMPANY wishes to provide certain confidential information to RECIPIENT so that it may investigate, explore, evaluate and consider potential business transactions that COMPANY and RECIPIENT may wish to pursue (the “Business Transaction”) with RECIPIENT’s assurance that such information, including but not limited to, the Company’s identity and the Business Transaction itself, will not be disclosed or otherwise misused and will be adequately protected by RECIPIENT. B. In order to facilitate the evaluation and discussion of the Business Transaction, the Parties desire to enter into this Agreement to protect each Party’s confidential ,proprietary information and discussion relating to the Business Transaction from disclosure or from commercial use by the other Party. C. Each Party recognizes that revealing information provided by one Party to the other to any third party or to the public would be economically harmful to the disclosing Party and recognizes that a disclosing Party revealing its confidential information to the other Party does not convey any interest, license or other right to the information or the intention to make the information public or common knowledge.

NOW, THEREFORE, in consideration of the above premises and of the benefits to be obtained by the observance of the covenants contained herein and for other good, valuable and legal consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto, intending to be legally bound, agree as follows:

1. Definition of Confidential Information.

The term “Confidential Information” includes, among other things, all information relating to The Business Transaction, in any form, related in any way to : the identity of the Company, any intellectual property, whether registered or unregistered; all business strategies, formulae, notes, analyses, compilations, studies, interpretations, financial data or financial statements, business or sales or marketing plans or strategies and flow charts, compilations, lists or summaries of bid rates and strategies, prices, costs and other information used in the bidding process, existing or Prospective contracts, customers, clients or agents, the identity of any party with whom COMPANY had, has or may have a contractual relationship or other information, or documents obtained, created or prepared by COMPANY or its representatives which contain, reflect or are based upon any information furnished to RECIPIENT or its representatives pursuant to the Business Transaction. This definition will be applicable irrespective of the time the information is given, accumulated or derived or the media on or through which the information is conveyed to RECIPIENT, including without limitation oral, written, graphic, magnetic, or electronic, and whether marked “confidential “ or “proprietary” o not. It also includes any similar material that, because of the nature of the material, the nature of COMPANY’s undertaking or the manner of delivery is known or reasonably should be known by RECIPIENT to be confidential or proprietary.

Confidential Information does not include (a) information which at the time of disclosure is in the public domain, (b) information which after the time of disclosure becomes part of the public domain through no fault of RECIPIENT, but only after and to the extent that such information is published, (c) any information which is disclosed to RECIPIENT by a third party having legitimate possession thereof and the unrestricted right to make such disclosure, or (d) any information that RECIPIENT can demonstrate by means of presently existing prior written records to have been within RECIPIENT’s legitimate possession prior to the disclosure of the confidential Information to RECIPIENT by COMPANY. Confidential Information which is specific as to techniques, methods, or the like, will not be deemed to be in the public domain merely because such information is embraced by more general disclosures in the public domain and any combination of features shall not be deemed within the foregoing exceptions merely because individual features are in the public domain if the combination itself and its principles of operation are not in the public domain. No disclosure of Confidential Information will be construed to be a public disclosure for any purpose.

3. ​Return of Confidential Information​. If either Party decides that it does not wish to proceed with a transaction with the other, it will promptly give notice of that decision in writing. A receiving Party must promptly deliver to the disclosing Party any documents, file, form or medium constituting, using or incorporating Confidential Information and any copies made thereof which the receiving Party may have made or possess or control, may have or have had access to (including without limitation, Confidential Information which may be or have been placed on personal computers or network servers under the care, custody or control of the receiving Party or its agents). The receiving Party must also delete and expunge the Confidential Information from computers and network servers upon the request of the disclosing Party.

Party exercises reasonable efforts to preserve the confidentiality of the Confidential Information, including, without limitation, by cooperating with the disclosing Party to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information.

5. ​Non­ Disclosure of Relationship or Possible Transaction​. Without the prior written consent of the other, neither Party will disclose to any person or entity the fact that Confidential Information has been made available hereunder to it, that discussions or negotiations are taking place concerning a possible transaction involving the Parties hereto, or otherwise disclose any of the terms, conditions or other facts with respect hereto, including but not limited to the status thereof. Without limiting the foregoing, neither RECIPIENT nor COMPANY will independently pursue or engage in discussions about the Business Transaction with any third party except in conjunction with the other Party.

6. ​No Further Agreement Implied​. The delivery of any Confidential Information will not constitute, or be construed as being, a binding agreement with respect to any other agreement or transaction.

7. ​No Warranty​. Neither Party represents to the other Party its Confidential Information is all­ inclusive or contains all the essential information that the other might require or desire for further or other transactions between the Parties. Neither Party has made and makes no other representation or warranty as to the accuracy or completeness of the Confidential Information.

8​. Duration of Obligations​. The obligations of confidentiality and non­disclosure are ongoing and will survive the termination of this Agreement.

9.​ Remedy​. Each Party hereby acknowledges that a violation of the provisions of this Agreement may cause irreparable damage to the other Party, the amount of which may be impossible to quantify, and it is therefore agreed and understood that in the event of such a violation of this Agreement, such other Party shall be entitled to injunctive relief or other equitable relief against such violation without having to plead and prove that it has no adequate remedy at law, in addition to such other remedies as such other Party may have at law or in equity.

10.​ No License​. Neither this Agreement nor any disclosure of information hereunder grants a receiving Party any right or license under any trademark, copyright or patent now or hereafter owned or controlled by the disclosing Party.

11.​ Entire Agreement​. This Agreement constitutes the entire agreement between the Parties with respect to the subject matters addressed herein. This Agreement may not be amended or modified except by a writing signed by both Parties.

12.​ Governing Law/Forum​. This Agreement is governed by the laws of the State of Colorado and may not be modified except by the written agreement between the Parties. Any state or federal court located within the city and county of Denver, Colorado, shall be the exclusive forums in which to bring any action arising out of or relating to this Agreement.

13.​ No Waiver​. No failure or delay by either Party in exercising any right, power or privilege hereunder will operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder.

14.​ Severability​. If any provision of this Agreement is declared void or unenforceable, such provision shall be severed from this Agreement which shall otherwise remain in full force and effect, but only to the extent that the original intent of this Agreement would not be altered in any material aspect.

15.​ Successors and Assigns​. This Agreement is for the benefit of and will be binding upon the Parties, their respective subsidiaries and affiliates, and each of their respective directors, officers, stockholders, owners, affiliates, agents, successors and assigns.

16.​ Attorneys' Fees​. In the event any suit or other action is commenced to construe or enforce any provision of this Agreement, the prevailing Party shall be awarded reasonable attorney's fees and court costs, in addition to all other relief to which such Party shall be entitled.

Executed by the Parties to be effective as of the date first above written.

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