RECITALS
The Receiving Party and the Sharing Party, Category Minds LLC, are in discussions in contemplation of a possible business relationship or in furtherance of a business relationship.
In the course of dealings between the Receiving Party and Category Minds LLC, the Receiving Party may have access or have disclosed to it information relating to Category Minds LLC, which is confidential as defined in this Agreement.
The parties desire to establish and set forth the Receiving Party’s obligations with respect to Category Minds LLC’s Confidential Information (as defined below).
AGREEMENT
In consideration of the foregoing, the Receiving Party and Category Minds LLC agree:
1. Confidential Information" as used in this Agreement shall mean any and all information (whether written or oral) disclosed to the Receiving Party by or on behalf of Category Minds LLC with respect to Category Minds LLC or its affiliates that is designated as confidential, including financial statements and financial information, employment information, information or specifications regarding current or proposed products or services, customer information, market information, and business plans. The term Confidential Information will not, however, include information that: (a) is or becomes publicly available other than as a result of a breach of this Agreement by the Receiving Party; (b) is or becomes available to the Receiving Party from a source that, to the best of the Receiving Party’s knowledge, is free of any obligation of confidence; or (c) was developed by employees, affiliates, or agents of the Receiving Party independently of and without reference to any information communicated to the Receiving Party by Category Minds LLC.
2. The Receiving Party agrees that it will use the Confidential Information solely to evaluate its decision to enter into a business relationship with Category Minds LLC.
3. Except as required by law, regulation, legal process, or regulatory inquiry, the Receiving Party shall not disclose any Confidential Information to any third party without Category Minds LLC’s prior written consent, provided that the Receiving Party may disclose Confidential Information to those of its employees and agents (including attorneys and accountants) who need to know such information and who have first agreed to be bound by the terms of this Agreement.
4. The Receiving Party agrees that it shall treat all Confidential Information of Category Minds LLC with the same degree of care it accords to its own Confidential Information of similar nature, and the Receiving Party represents that it exercises reasonable care to prevent the inadvertent disclosure of such Confidential Information to any third party.
5. If the Receiving Party is required by law, regulation, or legal process to disclose any Confidential Information, the Receiving Party shall:
6. (a) notify Category Minds LLC as soon as possible; and
7. (b) cooperate with Category Minds LLC, at Category Minds LLC’s expense, to preserve the confidentiality of such Confidential Information consistent with applicable law.
8. All materials furnished by Category Minds LLC to the Receiving Party, and designated in writing to be the property of Category Minds LLC, shall remain the property of Category Minds LLC and shall be returned to it promptly at its request, together with any copies thereof, or destroyed, at Category Minds LLC’s request; provided, however, that (a) the Receiving Party may copy, reproduce, and distribute Confidential Information to its employees and agents described in Paragraph 3 above; (b) the Receiving Party may maintain one copy of the Confidential Information in its files so long as such information continues to be bound by the terms of this Agreement; and (c) the Receiving Party may maintain electronic copies of Confidential Information retained as part of its normal course of business back-up/archival procedures, as required by law or as required by the Financial Industry Regulatory Authority, Inc. (“FINRA”).
9. This Agreement shall govern all communications between the parties that are made during the period from the effective date of this Agreement to the date on which either party receives from the other written notice that subsequent communications shall not be so governed or a transaction is completed; provided, however, that the Receiving Party’s obligations under Paragraphs 2 and 3 with respect to Confidential Information which it has previously received shall continue for a period of one year, subject to the provisions of Paragraphs 3 and 5.
10. The Receiving Party acknowledges that remedies at law may be inadequate to protect Category Minds LLC against any actual or threatened breach of this Agreement by the Receiving Party or any of its employees or agents. Without prejudice to any other rights and remedies otherwise available to Category Minds LLC, the Receiving Party agrees it will not oppose the granting of injunctive relief in Category Minds LLC’s favor on the basis that actual damages are sufficient.
11. Unless otherwise agreed to in writing, this Agreement is the complete and exclusive statement of Agreement regarding confidentiality between the parties and supersedes all prior written and oral communications relating to the subject matter hereof.
12. This Agreement shall be construed in accordance with the laws of the state of New Jersey, without giving effect to the principles of conflicts of law. This Agreement may be introduced in any proceeding to establish the rights of either party under this Agreement.
13. Any notice required to be given under this Agreement shall be deemed received upon personal delivery or three (3) days after mailing if sent by registered or certified mail to the addresses of the parties set forth above, or to such other address as either of the parties shall have furnished to the other in writing.
14. In the event of the invalidity of any part of this Agreement, the parties agree that such invalidity shall not affect the validity of the remaining portions of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.