Reynolds Services, Inc. Mutual Non-Disclosure Agreement
THIS MUTUAL NONDISCLOSURE AGREEMENT (“Agreement“) is entered into as of (“Effective Date”), by and between Reynolds Services, Inc. a Pennsylvania business corporation, with its principal place of business located at 860 Brentwood Drive, Greenville, Mercer County, Pennsylvania 16125 (“Reynolds Services”); and , a(n) , with its principal place of business located at , (the “Recipient”). The Company and the Recipient are sometimes hereinafter collectively referred to as the “Parties”, and individually as a “Party”.
NOW, THEREFORE, in consideration of the foregoing Recitals, as if fully restated herein, and in consideration of the representations, warranties and covenants hereinafter set forth, the Parties, intending to be legally bound, hereby agree as follows:
Each Party agrees that all information relating to the other that is known to be confidential or proprietary, or which is clearly marked as such, and is furnished to it or to its officers, employees, or agents (collectively the “Receiving Party“) by the other Party (the “Disclosing Party“), whether written or delivered, visually or orally, will be deemed to be confidential information (“Confidential Material“). The term “Confidential Material” does not include information that (a) was previously in the possession of the Receiving Party and not the subject of another confidentiality agreement, (b) becomes generally available to the public as a result of a disclosure by a source other than the Receiving Party, or (c) becomes available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party or its advisors, provided that the Receiving Party reasonably believes that such source is not bound by a confidentiality agreement with respect to such information.
Without either Party granting an intellectual property right or license to the other Party in or to its Confidential Material, each Party hereby agrees that it will use any Confidential Material received by it solely for purposes of evaluating whether the Parties should enter into a business arrangement, and that such information will be kept confidential by the Receiving Party. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Material (a) to any representative and agent of the Receiving Party (collectively the “Receiving Party’s Representatives“) for the sole purpose of evaluating the potential business arrangement, and provided that the Receiving Party’s Representatives agree to be bound to this Agreement, or (b) to the extent required to comply with any law, any order, or the rules or regulations of any governmental agency or authority, or any judicial authority; provided, however, that prior to any such disclosure, the Receiving Party shall notify the Disclosing Party of the Receiving Party’s intent to disclose such information so that the Disclosing Party may seek a protective order to prevent the disclosure of such information. The Receiving Party shall be responsible for enforcing the confidentiality of the Confidential Material, and will take reasonable security precautions, at least as great as the precautions it takes to protect its own confidential information, to keep confidential the Confidential Material, and shall take such actions, legal or otherwise, as may be necessary to prevent disclosure of the Confidential Material by any of the Receiving Party’s Representatives.
Each Party acknowledges and agrees that nothing in this Agreement (i) requires the disclosure of any Confidential Material or (ii) requires either Party to proceed with any business arrangement or relationship.
The Receiving Party further acknowledges and agrees that no representation or warranty, express or implied, is or will be made, and no responsibility or liability is or will be accepted by the Disclosing Party, or by any of its respective shareholders, directors, officers, employees, agents or advisers, as to, or in relation to, the accuracy or completeness of any Confidential Material made available to the Receiving Party or the Receiving Party’s Representatives. The Receiving Party is responsible for making its own evaluation of such Confidential Material.
Upon receipt of a written request from the Disclosing Party, the Receiving Party will return all Confidential Material disclosed to it (regardless of the form in which such information was disclosed), including all compilations, copies, notes, summaries or abstracts of such Confidential Material, and will erase from computer storage (including all related or peripheral storage devices) any and all images, compilations, copies, summaries or abstracts of such Confidential Material.
In the event that the Receiving Party or any of the Receiving Party’s representatives disseminates or releases any Confidential Material except as provided above, such disclosure, dissemination or release will be deemed a material breach of this Agreement and the Disclosing Party may demand prompt return of all Confidential Material previously provided to Receiving Party. Each of the Parties agrees that because of the unique nature of the Confidential Material, the Disclosing Party would suffer irreparable damage in the event of a breach of this Agreement. Accordingly, each Party expressly agrees that the Disclosing Party will be entitled to injunctive and/or other equitable relief, including, but not limited to, specific performance, and hereby waives the right to any bond in connection therewith. The provisions of this paragraph do not alter or affect any other legal rights or remedies the Disclosing Party may have under federal or state law.
This Agreement will be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.
During the period of this Agreement and for twelve (12) months thereafter, neither Party will directly or indirectly solicit or offer employment to or hire any employee, former employee, subcontractor, or former subcontractor of the other. The terms “former employee” and “former subcontractor” will include only those employees or subcontractors of either party who were employed or utilized by that Party within six (6) months immediately prior to the alleged violation.
Neither Party will assign this Agreement, in whole or in part, without the prior written consent of the other Party, and such consent may be unreasonably withheld.
This Agreement is governed by the laws of the Commonwealth of Pennsylvania, exclusive of its choice of law principles, and the laws of the United States of America, as applicable. Exclusive venue for all disputes arising out of this Agreement shall be in the Court of Common Pleas of Mercer County, Pennsylvania. Each Party hereby waives all objections to this venue and agrees not to dispute personal jurisdiction or venue in this court.
If any term of this Agreement is found to be unenforceable or contrary to law, it will be modified to the least extent necessary to make it enforceable, and the remaining portions of this Agreement will remain in full force and effect.
The waiver by any Party of any breach of covenant will not be construed to be a waiver of any succeeding breach or any other covenant. All waivers must be in writing, and signed by the Party waiving its rights. This Agreement may be modified only by a written instrument executed by authorized representatives of the Parties.
This Agreement, together with any attachments referred to herein, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior agreements, proposals, negotiations, representations or communications relating to the subject matter. Both Parties acknowledge that they have not been induced to enter into this Agreement by any representations or promises not specifically stated herein. This Agreement may be signed in multiple counterparts, which taken together will be considered one original.
IN WITNESS WHEREOF, the Parties have duly executed this Agreement by their duly authorized representatives as of the Effective Date.
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Signed by John R. Frangakis
Signed On: April 24, 2019
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Document Name: Reynolds Services, Inc. Mutual Non-Disclosure Agreement
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