Reynolds Services, Inc. Confidentiality Agreement

Confidentiality Agreement

THIS CONFIDENTIALITY AGREEMENT (the “Agreement”) is made this , by and between Reynolds Services, Inc., a Pennsylvania business corporation, on behalf of itself and all its Affiliates (individually and collectively, the “Company”), and , a(n) , with its principal place of business at , (the “Recipient”). The Company and the Recipient are sometimes hereinafter collectively referred to as the “Parties”. For purposes of this Agreement, the “Affiliates” of the Company shall include the following: .

RECITALS

The Company is the owner of proprietary information hereinafter referred to as “Confidential Information” as more fully defined below.
The Company is willing to disclose Confidential Information to Recipient solely for the purposes of the Recipient performing services for the Company and the Company’s customers (the “Services”), according to the terms and conditions of this Agreement.
The Recipient is willing to receive such Confidential Information solely for the purposes of performing the Services, according to the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the foregoing Recitals, as if fully restated herein, in consideration for and as a condition to the Company disclosing Confidential Information to the Recipient as the Company, in its sole and absolute discretion, agrees to deliver or otherwise make available to the Recipient, and in consideration of the representations, warranties and covenants hereinafter set forth in this Agreement, the Parties, intending to be legally bound, agree as follows:

Confidential and Proprietary Nature of the Information. The Recipient hereby acknowledges the confidential and proprietary nature of the Confidential Information, as more fully defined below, and the Recipient hereby agrees to hold and keep the Confidential Information in strict confidence and trust as provided in this Agreement and otherwise agrees to each and every restriction and obligation in this Agreement.

Confidential Information. For purposes of this Agreement, the term “Confidential Information” means and includes any and all information that has been or may hereafter be disclosed to the Recipient by the Company or by the stockholders, officers, employees, agents, consultants, advisors or other representatives, including legal counsel, accountants and financial advisors of the Company (the “Company Representatives”), whether orally, in writing, in any other medium, however documented (or not documented), including, but not limited to, the Company’s trade secrets concerning the business and affairs of the Company; actual and proposed business(es); historical and projected financial information; budgets; services; products; techniques; processes; operations; formulae; know-how; marketing plans and materials; analyses; strategies; forecasts; research and development; concepts; ideas; names, addresses and any other characteristics, identifying information or aspects of the Company’s existing or potential customers, employees, or territories; market studies; business plans; intellectual property, including, but not limited to, patents, patent applications, trademarks and trademark applications; or any information concerning the business and affairs of the Company however documented, or is otherwise obtained from review of the Company’s documents or property or discussions with the Company’s Representatives irrespective of the form of the communication, and also includes all notes, analyses, compilations, studies, summaries and other material prepared by the Recipient [or any member, manager, director, officer, employee, agent, consultant, advisor or other representative of the Recipient, including legal counsel, accountants, and financial advisors (the “Recipient Representatives”)].

Any trade secrets of the Company will also be entitled to all of the protections and benefits under applicable state trade secret law and any other applicable law. If any information that the Company deems to be a trade secret is found by a court of competent jurisdiction not to be a trade secret for purposes of this Agreement, such information will in any event still be considered Confidential Information for purposes of this Agreement. In the case of trade secrets, the Recipient hereby waives any requirement that the Company submits proof of the economic value of any trade secret or post a bond or other security.

To the extent that any Confidential Information may include materials subject to the attorney-client privilege, the Company is not waiving and will not be deemed to have waived or diminished its attorney work-product protections, attorney-client privileges or similar protections and privileges as a result of disclosing any Confidential Information to the Recipient, regardless of whether the Company has asserted or is or may be entitled to assert such privileges and protections. The Parties (a) share a common legal and commercial interest in all such Confidential Information that is subject to such privileges and protections; (b) are or may become joint defendants in proceedings to which such Confidential Information covered by such protections and privileges relates; and (c) intend that such privileges and protections remain intact should either Party become subject to any actual or threatened proceeding to which such Confidential Information covered by such protections and privileges relates. In furtherance of the foregoing, the Recipient shall not claim or contend, in proceedings involving either Party, that the Company waived its attorney work-product protections, attorney-client privileges or similar protections and privileges with respect to any information, documents or other material not disclosed to the Recipient due to the Company disclosing Confidential Information to the Recipient.

Company Contacts. For purposes of this Agreement, John R. Frangakis, CEO of the Reynolds Services, Inc., shall be the “Company Contact.” All requests by the Recipient or by any Recipient Representative for Confidential Information, meetings with personnel of the Company or with any Company Representative, or inspection of any of the Company’s properties, must be made in advance to the Company Contact.

Non-Disclosure of Confidential Information. The Recipient hereby agrees that the Confidential Information (a) will be held in strict confidence and trust by the Recipient and the Recipient’s Representatives; and (b) without limiting the foregoing, will not be disclosed by the Recipient or the Recipient Representatives to any third party, including, but not limited to, the Recipient’s affiliates, subsidiaries, business partners, and current and prospective financing sources, without the prior written consent of the Company Contact, which consent may be unreasonably withheld. It is understood that the Recipient may disclose Confidential Information to only those Recipient Representatives who (a) require such material for the purpose of performing the Services, and then only to the extent necessary to carry out the legitimate use of the Confidential Information; and (b) are informed by the Recipient of the confidential nature of the Confidential Information and the obligations of this Agreement. The Recipient hereby further agrees that the Recipient and the Recipient Representatives will use the Confidential Information only in connection with the performance of the Services, and not for any other purpose whatsoever or for the benefit of any third party. The Recipient also hereby agrees to be responsible for enforcing this Agreement as to the Recipient Representatives and to take all such action, legal or otherwise, to the extent necessary to cause the Recipient Representatives to comply with this Agreement and thereby prevent any disclosure of the Confidential Information by any of the Recipient Representatives (including all actions that the Recipient would take to protect its own trade secrets and confidential information), except as permitted by this Agreement.

Non-Disclosure of Business Relationship. In addition to the understandings set forth in this Agreement with respect to the Confidential Information without the prior written consent of the Company Contact, neither the Recipient nor the Recipient Representatives will disclose to any third party that the Recipient or any Recipient Representative have inspected any portion of the Confidential Information or that the Recipient is performing the Services. Without limiting the generality of the foregoing, the Recipient hereby further agrees that, without the prior written consent of the Company, which consent may be unreasonably withheld, neither the Recipient nor any Recipient Representative will, directly or indirectly, enter into any agreement, arrangement or understanding, or any discussions that might lead to such an agreement, arrangement or understanding, with any third party regarding the Services.

All of the foregoing obligations and restrictions do not apply to that part of the Confidential Information that the Recipient demonstrates (a) was or becomes generally available to the public prior to, and other than as a result of, a disclosure by the Recipient or any Recipient Representative; or (b) is disclosed as required by a final, unappealable court order and no suitable protective order, or equivalent remedy, is available. The Recipient hereby agrees that in the event an order by any court or other governmental entity is issued requiring the Recipient or any Recipient Representative to turn over any Confidential Information, the Recipient shall give the Company written notice of such court order immediately upon knowledge thereof and cooperate with any efforts of the Company to protect the confidentiality of the information.

Contact With Customers, Employees and Agents. Without the prior written consent of the Company Contact, which consent may be unreasonably withheld, neither the Recipient nor any of the Recipient Representatives will (a) initiate or cause to be initiated (other than through the Company Contact) any communication with any customer, employee or agent of the Company concerning the Confidential Information or the Services, or (b) at any time after the date of this Agreement: (i) interfere with or attempt to disrupt the relationship, contractual or otherwise, between the Company and any of their customers, employees or agents, (ii) solicit or induce, or attempt to solicit or induce, any customer, employee or agent of the Company to terminate its relationship (contractual or otherwise) or employment, as the case may be, with the Company, or (iii) hire any employee or agent of the Company.

Return or Destruction of Confidential Information. If so requested by the Company, the Recipient (a) shall promptly deliver to the Company Contact all documents or other materials disclosed by the Company or by any Company Representative to the Recipient or to any Recipient Representative constituting Confidential Information, together with all copies and summaries thereof in the possession or under control of the Recipient or of the Recipient Representatives; and (b) will destroy materials generated by the Recipient or the Recipient Representatives that include or refer to any part of the Confidential Information, without retaining a copy of such material. Any such destruction pursuant to the foregoing must be duly certified by the Recipient in writing to the Company (and such certification shall include a list of the destroyed materials).

No Representations or Warranties. The Company retains the right to determine, in its sole and absolute discretion, what information, properties and personnel it wishes to make available to the Recipient, and neither the Company nor its Company Representatives make any representation or warranty (expressed or implied) concerning the completeness or accuracy of the Confidential Information, except pursuant to representations and warranties that may be contained within an item of Confidential Information. The Company reserves the right, in its sole and absolute discretion, to reject any and all proposals made by the Recipient or any of Recipient Representatives with regard to the Services and to terminate discussions and negotiations with the Recipient and/or any of the Recipient Representatives at any time. Neither the Company nor the Recipient nor the Recipient Representatives shall have rights or obligations of any kind whatsoever with respect to the Services by virtue of this Agreement other than for the matters specifically agreed to herein. Without limiting the preceding sentences, nothing in this Agreement requires either the Company or the Recipient to enter into a contract for Services or to negotiate such a contract for Services for any specific period of time

The Recipient hereby agrees to jointly and severally defend, indemnify and hold the Company, its stockholders, directors, officers, members, managers and the Company Representatives, and each of them, harmless from and against any damages, losses, costs, expenses or liabilities (including, but not limited to, legal fees and the cost of enforcing this indemnity) arising out of or resulting from any breach of this Agreement by the Recipient or by any Recipient Representative, or suffered by any of the indemnified parties as a result of the enforcement by the Company of this Agreement. In addition, because an award of money damages (whether pursuant to the foregoing sentence or otherwise) would be inadequate for any breach or threatened breach of this Agreement by the Recipient or the Recipient Representatives, and any such breach would cause the Company irreparable harm, the Recipient also hereby agrees that, in the event of any breach or threatened breach of this Agreement, the Company will also be entitled, without the requirement of posting a bond or other security, to equitable relief, including injunctive relief and specific performance. Such remedies will not be the exclusive remedies for any breach or threatened breach of this Agreement, but will be in addition to all other remedies available at law or in equity to the Company. If the Company shall prevail in any action at law or in equity to enforce the provisions of this Agreement, the Recipient shall pay the Company’s costs and expenses, including, but not limited to, legal fees and costs, incurred by the Company in enforcing this Agreement.

Miscellaneous

Modification; Entire Agreement. This Agreement and the agreements set forth in this Agreement may be modified or waived only by a separate writing signed by the Company and by the Recipient expressly modifying or waiving this Agreement or such agreements. This Agreement constitutes the entire agreement of the Parties concerning the subject matter of this Agreement, and supersedes any prior oral or written understandings pertaining to the subject matter of this Agreement. Nothing contained in this Agreement shall be deemed or construed to create the relationship of partnership, association, principal and agent, or joint venture among the Parties. Nothing contained in this Agreement shall be construed to grant any person receiving Confidential Information any expressed or implied rights or licenses with respect to such Confidential Information. All rights in and title to Confidential Information shall remain in the Company.

Neither the failure nor any delay by any Party in exercising any right, power or privilege under this Agreement will operate as a waiver of such right, power or privilege, and no single or partial exercise of any such right, power or privilege will preclude any other or further exercise of such right, power or privilege or the exercise of any right, power or privilege.

Third Party; Person. The term “third party” or “person” means any individual, corporation (including any nonprofit corporation), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, labor union or other entity or governmental body.

The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provisions of this Agreement, which shall remain in full force and effect. If any of the covenants or provisions of this Agreement are determined to be unenforceable by reason of its extent, duration, scope or otherwise, then the Parties contemplate that the court making such determination shall reduce such extent, duration, scope or other provision and enforce them in their reduced form for all purposes contemplated by this Agreement.

The Recipient hereby agrees that if the Recipient is held by any court of competent jurisdiction to be in violation, breach or nonperformance of any of the terms of this Agreement, then the Recipient will promptly pay to the Company all costs of such action or suit, including reasonable attorney’s fees.

Section Headings. The headings of Sections in this Agreement are provided for convenience only and will not affect its construction or interpretation.

Jurisdiction; Service of Process. Any action or proceeding seeking to enforce any provision of, or based upon any right arising out of, this Agreement shall be brought against either of the Parties in the Common Pleas Court of the Commonwealth of Pennsylvania, County of Mercer, and each of the Parties hereby consents to the jurisdiction of such court (and of the appropriate appellate courts) in any such action or proceeding and waives any objection to venue laid therein. Process in any action or proceeding referred to in the preceding sentence may be served on any Party anywhere in the world. The Recipient hereby waives any requirement that the Company proves the economic value of any Confidential Information or posts a bond or other security in connection with the enforcement of its rights under this Agreement.

Governing Law. This Agreement will be governed by the laws of the Commonwealth of Pennsylvania without regard to conflict-of-laws principles, and it shall be binding upon and inure to the benefit of the successors and assigns of the Parties.

Counterpart Signatures; Construction. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement, and all of which, when taken together, shall be deemed to constitute one and the same Agreement. The Parties have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement.

IN WITNESS WHEREOF, the Parties have duly executed and delivered this Agreement the day and year first above written with the intent to be legally bound.

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Signed by John R. Frangakis
Signed On: October 9, 2019

Timestamp

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September 26, 2017 2:39 pm EDT

Reynolds Services, Inc. Confidentiality Agreement Uploaded by John R. Frangakis - jrf@rsi.biz IP 98.103.70.219