THIS MUTUAL CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT, (“Agreement”) is made by and between Shamrock Foods Company, a corporation incorporated in Arizona and authorized and licensed to do business in a number of States (“Shamrock”), and (“Supplier”).


        In consideration of the mutual covenants contained in this Agreement and the disclosure by and from Shamrock and Signatory of Confidential Information, the Parties agree as follows:


1.     DEFINITION.  Confidential Information” means, information: (i) disclosed to or known by the Parties as a consequence of the Parties’ business dealings with each other; (ii) not generally known outside each Parties’ business; and (iii) which relates to the business of the Parties.  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 the Parties.


2.     DUTY OF NON-DISCLOSURE.  Neither Party shall without the prior written consent of the other Party, disclose any Confidential Information to any third party or use any Confidential Information except as required and in the course of the business dealings and transactions with each other that are contemplated by this Agreement.  Neither Party shall have liability to the other Party under this Agreement with respect to the disclosure and/or use of any Confidential Information if it can be established that the information:


(a)    was previously known to the Party other than through disclosure as evidenced by the Party’s records;

(b)    becomes publicly available after disclosure by the disclosing party through no fault of the receiving Party

(c)    is subsequently acquired by one Party from a third party having an independent right to disclose the information;

(d)   is required by law or regulation to be disclosed, provided the receiving Party promptly notifies the disclosing Party of such requirement; or,

(e)   is independently developed without using the Confidential Information.


The Parties shall take all security precautions necessary to protect the Confidential Information from disclosure.  The Parties shall also return all Confidential Information, including any copies, upon the termination of the relationship that is the subject of this Agreement.  The Parties further agree that all Confidential Information is and shall remain the exclusive property of the disclosing Party and neither Party shall obtain any rights to this information.  This Mutual Confidentiality and Non-Disclosure Agreement shall remain in effect for a period of three (3) years after the parties have terminated the Agreement or ended their relationship.  Either Party may terminate this Agreement with 30 days’ written notice to the other party; however, the Parties’ obligations of confidentiality and non-use shall continue for three years after this termination.


3.     INJUNCTIVE RELIEF.  The Parties acknowledge and agree that, in the event of an unauthorized use or disclosure by either Party of Confidential Information in breach of the provisions of this Agreement, irreparable injury will occur which is not compensable by money damages and the Party that owns the Confidential Information will have an inadequate remedy available at law.  Therefore, if either Party institutes an action or proceeding to enforce the provisions of this Agreement, that Party shall be entitled to seek injunctive and/or other equitable relief from a court of competent jurisdiction, without posting a bond, to prevent or curtail any such breach, threatened or actual.  The Parties agree that in the event litigation is pursued to enforce any rights under this Confidentiality Agreement, the prevailing Party shall be entitled to recover its reasonable attorneys’ fees and all costs of the proceedings incurred.


4.     GOVERNING LAW; VENUE.  This Agreement shall be governed and construed in accordance with the laws of the State of Arizona without regard to its conflict of laws provisions and each Party hereby consents to the exclusive jurisdiction of and venue in the state or federal courts 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 any other provision or the enforceability of this Agreement.  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 regarding the confidentiality of the Parties’ information, and all previous discussions, promises, representations, and agreements relative to this Agreement are hereby superseded.


7.     WAIVER; MODIFICATION.  No waiver by any party of any term or condition hereof shall be valid unless made in writing signed by an authorized representative of that Party.  No waiver of any part of this Agreement on one occasion shall be effective to waive any other term or condition on any other occasion.  No exercise of any remedy by any Party on one occasion shall be deemed an exclusive election of that remedy on any other occasion.  All modifications to this Agreement shall be in writing and signed by authorized representatives of the Parties.