Client and the Company provide services and products to the perfume, cosmetics, home care, art and automotive industry, etc. In order to pursue a mutual business purpose, Client and Company recognizes that there is a need to disclose to one another certain confidential information and prevent such information from unauthorized use or disclosure. In consideration of the other party’s disclosure of such information, each party agrees as follows:
1. This Agreement will apply to all confidential and proprietary information disclosed by one party to the other party, including information which the disclosing party identifies in writing as confidential before or within sixty (60) days after disclosure to the receiving party (“Confidential Information”).
2. Confidential Information will include all information in tangible or intangible form that is marked or designated as confidential or that, under the nature of the information and the circumstances of its disclosure, a reasonable person would understand it to be confidential. Confidential Information will also include, but not be limited to each party’s technology, business plans, customers, products, trade secrets, proprietary techniques, financial condition, operations, assets and liabilities.
3. Confidential Information shall be deemed to include all notes, compilations, interpretations or other documents prepared by a party or its Representatives which contain, reflect or are based upon, Confidential Information.
4. Each party agrees
(I) to hold the other party’s Confidential Information in strict confidence and take at least reasonable precautions to protect such Confidential Information,
(ii) not to disclose such Confidential Information to any third parties, except that each party may disclose the other party’s Confidential Information to its responsible employees, agents and afliates with a bonafide need to know and who are bound by confidentiality obligations no less restrictive than those of this agreement, but only to the extent necessary to pursue the parties’ mutual business purpose relating to laboratory tests, safety paperwork regulatory documentation and other mutually agreed upon (in writing, email is sufcient) purposes (the “Business Purpose”), and
(iii) not to use the other party’s Confidential Information except for the Business Purpose. Each party agrees to instruct all such employees not to disclose such Confidential Information to third parties, including consultants, without the prior written permission of the disclosing party.
5. Confidential Information will not include information which:
(i.) is now, or hereafter becomes, through no act or failure to act on the part of the receiving party, generally known or available to the public;
(ii.) was acquired by the receiving party before receiving such information from the disclosing party and without restriction as to use or disclosure;
(iii.) is hereafter rightfully furnished to the receiving party before receiving such information from the disclosing party and without restriction as to use or disclosure;
(iv.) is information which the receiving party can document was independently developed by the receiving party;
(v.) is required to be disclosed pursuant to law, provided the receiving party uses reasonable eforts to give the disclosing party reasonable notice of such required disclosure; or
(vi.) is disclosed with the prior written consent of the disclosing party;
6. Each party agrees not to remove any of the other party’s Confidential Information from the premises of the disclosing party without the disclosing party’s prior written approval. Each party agrees to exercise extreme care in protecting the confidentiality of any Confidential Information which is removed, only with the disclosing party’s prior written approval, from the disclosing party’s premises. Each party agrees to comply with any and all terms and conditions the disclosing party may impose upon any such approved removal, such as conditions that the removed Confidential Information and all copies must be returned by a certain date, and that no copies are to be made of of the premises.
7. Upon the earlier of termination of this agreement or the disclosing party’s request, the receiving party will promptly
(a) return to the disclosing party all tangible items containing or consisting of the disclosing party’s Confidential Information and all copies thereof, and
(b) destroy all of disclosing party’s intangible Confidential Information.
8. Each party recognizes and agrees that nothing contained in this Agreement will be construed as granting any rights to the receiving party, by license or otherwise, to any of the disclosing party’s Confidential Information except as specified in this Agreement.
9. Each party understands and acknowledges that neither the other party nor any of its Representatives make any representation or warranty, express or implied, as to the accuracy or completeness of the Confidential Information provided under this Agreement.
10. Each party acknowledges that all of the disclosing party’s Confidential Information is owned solely by the disclosing party (or its licensors) and that the unauthorized disclosure or use of such Confidential Information would cause irreparable harm and significant injury, the degree of which may be difcult to ascertain. Accordingly, each party agrees that the disclosing party will have the right to obtain an immediate injunction enjoining any breach of this Agreement, as well as the right to pursue any and all other rights and remedies available at law or in equity for such a breach.
11. This Agreement will be construed, interpreted, and applied in accordance with the laws of the State of California (excluding its body of law controlling conflicts of laws). Subject to terms and conditions regarding the removal of Confidential Information as set forth under Section 4, this Agreement is the complete and exclusive statement regarding the subject matter of this Agreement and supersedes all prior agreements, understandings and communications, oral or written, between the parties regarding the subject matter of this Agreement.
12. This Agreement will remain in efect indefinitely from the date of the last disclosure of Confidential Information.
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