Mutual Confidentiality and Non-Disclosure Agreement


This MUTUAL CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT (“Agreement”) is entered into this day of  (the “Effective Date”), by and between Russ Carroll & Ladder NOW, LLC a Kentucky Corporation with its principal place of business located at 3600 Chamberlain Lane Suite 114 Louisville KY 40241. And  with its principal place of business located at . Ladder NOW and Sub-Contractor shall be referred to individually herein  as  a  “Party”  and  collectively  as  the “Parties.”

 

RECITALS

WHEREAS, Ladder Now and Sub-Contractor are contemplating entering into a business relationship and to facilitate the discussions and negotiations regarding that potential relationship it may be necessary for the Parties to exchange certain confidential and proprietary information (“Confidential Information”) relating each Party’s business and to visit each other’s facilities; and

 

WHEREAS, the  Parties  recognize  that  such  Confidential  Information  may be of a highly sensitive nature  to the Disclosing Party (as defined below), and that unauthorized  dissemination  of such  Confidential Information  could be extremely detrimental to the Disclosing Party’s  current  business,  prospective  economic advantages,  and  to its relationships with other vendors and service providers.

 

NOW, THEREFORE, for and in consideration of being provided access to the other Party’s premises and certain Confidential Information belonging to the other Party, and for other good and valuable consideration,  the  receipt and sufficiency of which are hereby acknowledged, NCA and Sub-Contractor hereby agree as follows:

 

  1. Confidentiality and Non-Disclosure. Neither Party, as a “Receiving Party,” shall at any time disclose, make commercial or other use of, or give or sell to any person, firm, or corporation, any Confidential Information received from or belonging to the other Party, as a “Disclosing Party,” unless: (a) required to do so pursuant to compulsion of law (and then only after giving prompt written notice of such legal compulsion to the Disclosing  Party and cooperating with the Disclosing Party in any attempt it may make to gain a protective order); (b) such Confidential Information was rightfully in the possession of the Receiving Party from a source other than  the Disclosing  Party  prior to the time of disclosure of said information and the same can be proven by clear evidence; (c) such Confidential Information was lawfully in the public domain prior to the time of receipt; (d) such Confidential Information  became  part of the public domain after the time of receipt by any means other than a breach of this Agreement; (e) such Confidential Information is supplied to the Receiving Party after the time of receipt by a third-party who is under no obligation to the Disclosing Party, or is not known by the Receiving Party to be under such obligation, to maintain such information in confidence and the same can be proven by clear evidence; and/or (f) such Confidential Information was independently developed by the Receiving Party without reference  or access to the Confidential  Information belonging to the Disclosing Party and the same can be proven by clear

 

  1. Definition of Confidential Information. Confidential Information shall mean all information (whether or not specifically labeled or identified as confidential), in any form or medium, that is disclosed  to or learned  by  either Party during the negotiations and discussions between them that relates to the Disclosing Party’s business, products, services, research or development, or its clients, suppliers, distributors, or customers. Without limiting the scope of information which may be confidential pursuant to this Section 2, Confidential Information includes: (a) internal business information (including, without limitation, information relating to strategic and staffing plans and practices; business strategies; margins; spend rates; discounting,  marketing,  promotional  and sales  plans, practices  and programs; training practices and programs; costs, rate, and pricing structures; and accounting and  business methods); (b) the identity of, individual requirements of, specific contractual arrangements  with,  and  information about, the Disclosing Party’s clients, suppliers, distributors, and customers, and their confidential information, suppliers, distributors, and customers; (c) compilations of data (including, without limitation, the form or format of information that may comprise or include information otherwise not deemed Confidential Information) and analyses, processes, methods, techniques, systems, formulae, research, records, reports, manuals, documentation, models, data  and  data bases relating thereto; (d) computer software (including, without limitation, operating systems, application software, interfaces, utilities, modifications, macros and their overall organization and interaction), program listings, documentation, data and databases; and (e) trade secrets (as defined under governing law), ideas, inventions, designs, developments, devices, methods, processes, and systems (whether or not patentable  or copyrightable and  whether  or not reduced to practice or fixed in a tangible medium).

 

  1. Disclaimer of Warranties. Each Party has absolute discretion over the amount and extent of its Confidential Information to be disclosed. Although the Parties will endeavor to disclose accurate and reliable Confidential Information, each Party understands that no representations or warranties are made as  to  the  Confidential Information except that each Party represents and warrants that it has the right to disclose  the  Confidential Information provided under this Agreement, such disclosure does not breach any other agreements and such disclosure does not require the consent of any other

 

  1. Return of Confidential Information. Immediately upon request, or upon the expiration  or  termination of the discussions or negotiations between the  Parties, the Parties shall immediately deliver to each other all of the other Party’s Confidential Information in its possession, custody, or control, and all copies of any portion thereof, in whatever form or medium  including,  without  limitation,  written  records,  optical and magnetic media,  and all other materials containing any Confidential Information. Each Party shall, upon completion of such delivery, certify in writing to the other Party that it has fulfilled its obligations under this Section

 

  1. Each Party agrees that any breach of their  respective  obligations  under this Agreement may cause the other Party immediate and irreparable harm which cannot be adequately remedied through monetary damages, entitling the injured Party to equitable relief, including, but not limited to, temporary injunctive relief, and any other remedy available at law.

 

  1. Notices. Whenever notice is required to be given pursuant to the provisions of this Agreement, such notice shall be in writing and shall be mailed by first class mail, postage prepaid, to the addresses set forth in the Preamble above or to such other address as may be provided by a Party from time to

 

  1. Governing Law and Forum Selection. This Agreement and the Parties’ respective performance hereunder shall be governed and construed in accordance with the laws of the Commonwealth of Kentucky, without reference to Kentucky’s conflict of laws principles. The exclusive jurisdiction, forum and venue for any action to enforce or interpret this Agreement shall be in the Circuit Court located in Louisville, Jefferson County,  Kentucky (and all appellate courts therefrom) for any such action filed in state court, or in the United States District  Court  for  the Western District of Kentucky, Louisville  Division  (and  all appellate courts therefrom),  for any such  action filed in federal court. The Parties hereby waive any defense of lack of personal jurisdiction, lack of subject matter jurisdiction, improper venue, and/or form non-convenes, which might otherwise apply, but for this Section

 

  1. Ownership of Confidential Information. Confidential Information disclosed under this Agreement will at all times remain, as between the Parties, the property of the Disclosing Party. No license under any trade secrets, copyrights, or other rights, title, or interest is granted by this Agreement or by any disclosure of Confidential Information under this Agreement.

 

  1. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, with the same effect as if the signature thereto and hereto were upon the same

 

  1. Severability. If any provision of this Agreement shall be held or deemed to be inoperative or unenforceable by a court or other tribunal of competent  jurisdiction, the  same  shall  not  affect  any  other provision of this Agreement, nor render any other provision invalid, inoperative, or unenforceable to any extent

 

  1. Complete Agreement. This Agreement sets forth the entire understanding between the Parties and supersedes all prior agreements, arrangements, and communications, whether oral or written, with respect to  the subject matter hereof and may not be modified except by written instrument signed by  a  duly  authorized representative of each of the

 

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the  Effective  Date  set forth above in the Preamble above.

 

Ladder NOW, LLC

(“Ladder NOW”)

By: Jaclyn Bryant

Title: Human Resources

Date

 

(“Sub-Contractor”)

By:

Title: Sub Contractor Date:

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Signature Certificate
Document name: Mutual Confidentiality and Non-Disclosure Agreement
Unique Document ID: ae8d6aaf4567bea9d015b635ae33a48ea4d1e678
Timestamp Audit
February 6, 2018 1:15 pm EDTMutual Confidentiality and Non-Disclosure Agreement Uploaded by Ladder Now HR - jobs@laddernow.com IP 67.244.49.58