|CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT|
|THIS CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT is made by and between Shamrock Foods Company, Inc., a corporation incorporated in Arizona and authorized and licensed to do business in a number of States (“SFC”) and (“Supplier”).|
|In consideration of the mutual covenants contained in this Agreement and the disclosure by SFC to Supplier of information, SFC and Supplier agree as follows:|
|1.DEFINITION. “Confidential Information” means, information: (i) disclosed to or known by Supplier as a consequence of Supplier’s engagement by, or business dealings with, SFC; (ii) not generally known outside SFC; and (iii) which relates to the business of SFC. By way of illustration, but not limitation, Confidential Information includes, but is not limited to, any and all information, whether in tangible or intangible form, concerning the products, prices and pricing strategies, technology, software, services and supplies used, purchasing, accounting, marketing (including but not limited to customer lists and contacts), merchandising, selling and servicing, business methods and strategic plans, trade secrets, techniques, marketing plans, strategies, forecasts, financial and cost information, concepts, know how, improvements, proposals, products, systems, supplier lists, employee lists, and projects of SFC.|
2.DUTY OF NON-DISCLOSURE.Supplier shall not, without the prior written consent of SFC, disclose any Confidential Information to any third party and shall not use any Confidential Information except pursuant to and in the course of Supplier's business dealings and transactions with SFC; provided, however, that Supplier shall have no liability to SFC under this Agreement with respect to the disclosure and/or use of any such Confidential Information as Supplier can establish that the information:
(a) was previously known to Supplier other than through disclosure by Shamrock or a subsidiary of Shamrock, as evidenced by Supplier’s records;
(b) becomes publicly available after disclosure by the disclosing party through no fault of the Supplier;
(c) is subsequently otherwise acquired by Supplier from a third party having an independent right to disclose the information;
(d) has become publicly known through no fault of Supplier;
(e) is required by law or regulation to be disclosed, provided Supplier will promptly notify Shamrock of any such requirement; or,
(f) is independently developed without using the Confidential information.
Supplier shall take all security precautions as are necessary to protect from disclosure and to keep confidential the Confidential Information. Supplier shall also return all Confidential Information, including any copies, upon the termination of any Supplier/Customer relationship with SFC. Supplier agrees that all proprietary information is and shall remain the exclusive property of SFC and neither Supplier nor any third party shall obtain any rights to this information.
|3. INJUNCTIVE RELIEF. Supplier acknowledges and agrees that, in the event of a material, unauthorized use or disclosure by Supplier of Confidential Information in breach of the provisions of this Agreement, SFC may suffer irreparable injury not compensable by money damages and for which SFC will not have an adequate remedy available at law. Accordingly, if SFC institutes an action or proceeding to enforce the provisions of this Agreement, SFC shall be entitled to seek to obtain such injunctive and/or other equitable relief from a court of competent jurisdiction without the posting of bond, as may be necessary or appropriate to prevent or curtail any such breach, threatened or actual. Supplier further agrees that in the event SFC is forced to employ an attorney to enforce any of its rights under this Confidentiality Agreement, it shall be entitled to recover its reasonable attorneys’ fees and all costs of proceedings incurred in enforcing this Agreement.|
|4. GOVERNING LAW; VENUE. This Agreement shall be governed and construed in accordance with the laws of the Arizona without regard to its conflict of law provisions and each of the parties hereby consents to the exclusive jurisdiction of, and venue in, any state or federal court of competent jurisdiction located in Maricopa County, Arizona|
|5.SEVERABILITY. If any provision of this Agreement should be held invalid or unenforceable in a court of law in any jurisdiction, such invalidity or unenforceability shall not affect the enforceability of this Agreement or any other provision hereof. In addition, the parties agree that it is their intention that such provision shall be construed in a manner designed to effectuate the purposes of this Agreement to the fullest extent enforceable under applicable law.|
|6.FINAL AGREEMENT. This Agreement is the final and entire agreement between the parties with regard to the subject matter hereof, and all previous discussions, promises, representations, and agreements relative hereto are hereby superseded.|