This Non-Disclosure Agreement (“Non-Disclosure Agreement”) is made by and between YOU the CERTIFIED OR LISCENCED PRACTITIONER (the “Receiving Party”) and CORE FORMULAS LLC (the “Disclosing Party”). Whereas Receiving Party is providing for the following reason PROTECTING THE PRIVATE INFORMATION ABOUT OUR COMPANY, FORMULATIONS, INGREDIENTS, SOURCING, MANUFACTURING & WHOLESALE PARTNERSHIPS (collectively the “Reason”).
In consideration of any access the Receiving Party may have to Confidential Information of the Disclosing Party, and other good and valuable consideration, the Receiving Party hereby agrees as follows:
1. Confidential Information shall mean all information, that is identified orally or in writing as being confidential or information that is obviously confidential by its nature or is used in a context where the Receiving Party should have reasonably understood that the information should be treated as confidential, whether or not the word “confidential” is used. Confidential Information includes, but
is not limited to, technical, financial or commercial information, trade secrets, know-how, business plans, server information, firewall logs, external server logs, net flow, processes, financial information, technology, projections, marketing plans, customer lists and other information regarding customers or customer relationships, project plans and costs, methods of operation, schematics, studies, proposal strategy, specifications, drawings, photographs, models, mockups, designs, test results, research, process and fabrication information, programming code and computer software, and all other related materials that contain or reflect in whole or in part any such information or materials.
2. The Receiving Party agrees (i) to hold the Disclosing Party’s Confidential Information in strict confidence and to take all reasonable precautions to protect such Confidential Information, (ii) not to divulge or cause another to divulge any such Confidential Information or any information derived therefrom to any third person, including, but not limited to, any affiliated entity, (iii) not to make any use whatsoever at any time of Confidential Information except for the limited purposes of evaluating whether to enter into a business relationship or transaction with the Disclosing Party, (iv) not to copy, decompile, disassemble or reverse engineer any such Confidential Information; (v) to use the Confidential Information solely in connection with the current or contemplated business relationship between the parties, the Reason and not for any purpose other than as authorized by this Non- Disclosure Agreement without the prior written consent of an authorized representative of the Disclosing Party; (vi) use any portion of the Confidential Information to compete with the business or business opportunities of the Disclosing Party or for any purpose other than, and to the extent required, to perform under the Agreement; and (vii) initiate any activity potentially affecting the security or intellectual property rights of the Disclosing Party with respect to the Confidential Information. No other right or license, whether expressed or implied, in the Confidential Information is granted to the Receiving Party hereunder. Title to the Confidential Information will remain solely in the Disclosing Party.
3. Any employee, officer or director of the Receiving Party given access to any Confidential Information must have a legitimate “need to know” and shall adhere to and be bound by and act in accordance with the confidentiality terms and obligations of this Non-Disclosure Agreement. The Receiving Party shall be responsible to Disclosing Party for any violations by such persons.
4. The Disclosing Party agrees that the foregoing clauses of Section 1 shall not apply with respect to any information that the Receiving Party can document (a) is or (through no improper action or inaction by the Receiving Party or any affiliate, agent, consultant or employee) becomes generally available or known to the public, or (b) was rightfully in its possession or known by it on an non-confidential basis prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it by a third party having no obligation of confidentiality. The Receiving Party may make disclosures required by government administrative order or by court order provided the Receiving Party uses diligent efforts to limit disclosure and to obtain confidential treatment or a protective order and has allowed the Disclosing Party to participate in the proceeding.
5. The Receiving Party agrees not to remove or export from the United States or re-export any such Confidential Information.
6. Immediately upon (i) the decision by either party not to further engage with the other party or (ii) a request by the Disclosing Party at any time, the Receiving Party will turn over to the Disclosing Party or adequately destroy all Confidential Information of the Disclosing Party and all documents or media containing any such Confidential Information and any and all copies, accounts, files, or extracts thereof and any document source and object codes and other documents whether prepared by or for the other party. The Receiving Party understands that nothing herein requires the disclosure of any Confidential Information of the Disclosing Party, which shall be disclosed if at all solely at the option of the Disclosing Party. Neither Party has an obligation under this Agreement to purchase any service, goods, or intangibles from the other party. Furthermore, both parties acknowledge and agree that the exchange of information under this Non-Disclosure Agreement shall not commit or bind either party to any present or future contractual relationship (except as specifically stated herein), nor shall the exchange of information be construed as an inducement to act or not to act in any given manner.
7. This Non-Disclosure Agreement does not grant any rights to the Receiving Party under any patent, copyright or other intellectual property right of the Disclosing Party, or in the Confidential Information, except as expressly set forth herein. No warranties are made by either party under this Non-Disclosure Agreement whatsoever.
8. The Receiving Party acknowledges and agrees that due to the unique nature of the Disclosing Party’s Confidential Information, there can be no adequate remedy at law for any breach of its obligations hereunder, that any such breach may allow the Receiving Party or third parties to unfairly compete with the Disclosing Party resulting in irreparable harm to the Disclosing Party, and therefore, that upon any such breach or any threat thereof, the Disclosing Party shall be entitled to appropriate equitable relief in addition to whatever remedies it might have at law (without being required to post a bond or other security) and to be indemnified by the Receiving Party from any loss or harm, including, without limitation, attorneys’ fees, in connection with any breach or enforcement of the Receiving Party’s obligations hereunder or the unauthorized use or release of any such Confidential Information.
9. The Receiving Party will notify the Disclosing Party in writing immediately upon the occurrence of any such unauthorized release or other breach of which it is aware and shall provide all reasonable assistance and cooperation to Disclosing Party as Disclosing Party may request in its efforts to regain possession and control of the Confidential Information and to prevent further unauthorized use of same.
10. Any notice or other communication required, or which may be given hereunder will be in writing and will be delivered personally, via fax or email, or sent by certified, registered, or express or overnight (by a reputable carrier) mail, postage prepaid, to the addresses and numbers underneath each parties’ signature below. Notice shall be deemed received upon the earlier of (i) when received, (ii) when delivered if delivery is by personal delivery or overnight mail carrier or facsimile, (iii) when delivered if delivery is by electronic mail three (3) days after deposit in the U.S. mail, first class postage prepaid, if delivery is by U.S. mail.
11. In the event that any of the provisions of this Non-Disclosure Agreement shall be held by a court or other tribunal of competent jurisdiction to be illegal, invalid or unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that this Non-Disclosure Agreement shall otherwise remain in full force and effect. This Non-Disclosure Agreement supersedes all prior or contemporaneous discussions and writings and constitutes the entire agreement between the parties with respect to the subject matter hereof. No waiver or modification of this Non-Disclosure Agreement will be binding upon either party unless made in writing and signed by a duly authorized representative of such party and no failure or delay in enforcing any right will be deemed a waiver.
12. This Non-Disclosure Agreement will be governed by and construed using TEXAS law, with respect to any dispute, claim or controversy arising out of or relating to this Non-Disclosure Agreement, each party hereby consents to the exclusive jurisdiction of the courts sitting in FLOWER MOUND, and waives any argument as to convenience offorum.
13. If participating in our WHOLESALE PROGRAM as a certified or licensed Practitioner, by signing this agreement you are hereby agreeing to resell Core Formulas’ supplements at their retail value, provided by Core Formulas. Any providers selling below retail value have the right to be terminated from the Practitioner program and any further wholesale purchases. Our supplements are NOT to be sold on any other platform other than your own, such as Amazon, eBay etc. Violation of these guidelines may result in legal action.
14. This Non-Disclosure Agreement will remain in effect so long as the parties continue to exchange Confidential Information or until terminated by either party upon thirty (30) days’ prior written notice, provided, however, the obligations hereunder with respect to any Confidential Information survive termination of this Non-Disclosure Agreement until such time as the Confidential Information is publicly known and made generally available through no action or inaction of the Receiving Party and be binding upon the parties to this Non-Disclosure Agreement and their respective successors, assigns and designees. This Non-Disclosure Agreement shall not be assigned or transferred without prior written consent of the other party.