GFG Bag Manufacturer

Gfg Mutual NDA

    NON-DISCLOSURE AGREEMENT

     

    THIS AGREEMENT (the "Agreement”) is entered into on this [mm/dd/yyyy]by and between GFG Bag Manufacturer, LLC, located at 5923 KINGSTON PIKE # 183 KNOXVILLE TN 37919 & B504 B Lianxing Garden Yuanyangchi Shishi Fujian China (the “Receiving Party”), and located at: [Address] “Disclosing Party”).

    The Receiving Party hereto desires to participate in discussions regarding GFG Bag Manufacturer , LLC (the “Transaction” ). During these discussions, Disclosing Party may share certain proprietary information with the Receiving Party. Therefore, in consideration of the mutual promises and covenants contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties he-reto agree as follows:

    1. Definition of Confidential Information.

    (a) For purposes of this Agreement, “Confidential Information & Our Client’s Information” means any data or information that is proprietary to the Disclosing Party and not gen-erally known to the public, whether in tangible or intangible form, in whatever medium provided, whether unmodified or modified by Receiving Party or its Representatives (as defined herein), whenever and however disclosed, including, but not limited to: (i) any marketing strategies, plans, financial information, or projections, operations, sales estimates, business plans and performance results relating to the past, present or future business activities of such party, its affiliates, subsidiaries and affiliated companies; (ii) plans for products or services, and customer or supplier lists; (iii) any scientific or technical informa-tion, invention, design, process, procedure, formula, improvement, technology or method; (iv) any concepts, reports, data, know-how, works-in-progress, designs, development tools, specifications, computer software, source code, object code, flow charts, databases, inven-tions, information and trade secrets; (v) any other information that should reasonably be recognized as confidential information our client’s information of the Disclosing Party; and (vi) any information generated by the Receiving Party or by its Representatives that contains, reflects, or is derived from any of the foregoing. Confidentiel Information &Our client’s information need not be novel, unique, patentable, copyrightable or constitute a trade secret in order to be designated Confidential Information or our client’s information. The Receiving Party acknowledges that the Confidential Information and our client’s infor-mation is proprietary to the Disclosing Party, has been developed and obtained through great efforts by the Disclosing Party and that Disclosing Party regards all of its Confidential Information and our client’s information as trade secrets. And Receiving Party agrees not to use this Confidential Information and/or our client’s information in order to obtain the clients business without GFG as this would cause great losses to GFG.Additionally, if the Re-ceiving party is contacted by one of GFG’s clients, the Receiving Party agrees not to do busi-ness with GFG’s client directly but must inform GFG of the contact and refer the customer back to GFG so that the order can be placed through GFG.

    Disclosure of Confidential Information & our client’s information
    From time to time, the Disclosing Party may disclose Confidential Information or our client’s information to the Receiving Party. The Receiving Party will: (a) limit disclosure of any Confidential Information or our client’s information to its directors, officers, employees, agents or representatives (collectively “Representatives”) who have a need to know such Confidential Information or our client’s information in connection with the current or contemplated business relationship between the parties to which this Agreement relates, and only for that purpose; (b) advise its Representatives of the proprietary nature of the Confidential Information or our client’s information and of the obligations set forth in this Agreement, and assume full liability for acts or omissions by its Representatives that are inconsistent with its obligations under this Agreement; (c) keep all Confidential Information and our client’s information strictly confidential by using a reasonable degree of care, but not lessthan the degree of care used by it in safeguarding its own confidential information or its client’s information; and (d) not disclose any Confidential Information or our client’s information received by it to any third parties (except as otherwise provided for herein).

    2. Use of Confidential Information or Our client’s Information
    The Receiving Party agrees to use the Confidential Information or our client’s information solely in connection with the current or contemplated business relationship between the parties and not for any purpose other than as authorized by this Agreement without the prior written consent of an authorized representative of the DisclosingParty. No other right or license, whether expressed or implied, in the Confidential Information or our client’s in-formation is granted to the Receiving Party hereunder. Title to the Confidential Information or our client’s information will remain solely in the Disclosing Party. All use of Confidential Information or our client’s information by the Receiving Party shall be for the benefit of the Disclosing Party and any modifications and improvements thereof by the Receiving Party shall be the sole property of the Disclosing Party. Nothing contained herein is
    intended to modify the parties' existing agreement that their discussions in furtherance of a potential business relationship are governed by Federal Rule of Evidence 408. This Agreement shall remain in effect for a five-year term (subject to a one-year extension if the parties are still discussing and considering the Transaction at the end of the fifth year). Notwithstanding the foregoing, the Receiving Party’s duty to hold in confidence Confidential Information or our client’s information that was disclosed during term shall remain in effect indefinitely.

    3. Remedies.
    Both parties acknowledge that the Confidential Information or our client’s information to be disclosed hereunder is of a unique and valuable character, and that the unauthorized dis-semination of the Confidential Information or our client’s information would destroy or di-minish the value of such information. The damages to Disclosing Party that would result from the unauthorized dissemination of the Confidential Information or our client’s information would be impossible to calculate. Therefore, both parties hereby agree that the Dis-closing Party shall be entitled to injunctive relief preventing the dissemination of any Confi-dential Information or our client’s information in violation of the terms hereof. Such injunc-tive relief shall be in addition to any other remedies available hereunder, whether at law or in equity. Disclosing Party shall be entitled to recover its costs and fees, including reasonable attorneys’ fees, incurred in obtaining any such relief. Further, in the event of litigation relating to this
    Agreement, the prevailing party shall be entitled to recover its reasonable attorney’s fees and expenses.

    4. Return of Confidential Information & Our Client’s Information.

    Receiving Party shall immediately return and redeliver to Disclosing Party all tangible ma-terial embodying any Confidential Information or Our Client’s Information provided he-reunder and all notes, summaries, memoranda, drawings, manuals, records, excerpts or de-rivative information deriving therefrom, and all other documents or materials (“Notes”) (and all copies of any of the foregoing, including “copies” that have been converted to com-puterized media in the form of image, data, word processing, or other types of files either manually or by image capture) based on or including any Confidential Information or our client’s information, in whatever form of storage or retrieval, upon the earlier of (i) the completion or termination of the dealings between the parties contemplated hereunder; (ii) the termination of this Agreement; or (iii) at such time as the Disclosing Party may so re-quest; provided however that the Receiving Party may retain such of its documents as is necessary to enable it to comply with its reasonable document retention policies. Alterna-tively, the Receiving Party, with the written consent of the Disclosing Party may (or in the case of Notes, at the Receiving Party’s option) immediately destroy any of the foregoing em-bodying Confidential Information (or the reasonably non- recoverable data erasure of com-puterized data) and, upon request, certify in writing such destruction by an authorized of-ficer of the Receiving Party supervising the destruction).

    5. Notice of Breach.
    Receiving Party shall notify the Disclosing Party immediately upon discovery of, or suspi-cion of, (1) any unauthorized use or disclosure of Confidential Information or our client’s information by Receiving Party or its Representatives; or (2) any actions by Receiving Party or its Representatives inconsistent with their respective obligations under this Agreement, Receiving Party shall cooperate with any and all efforts of the Disclosing Party to help the Disclosing Party regain possession of Confidential Information and/or our clients informa-tion to prevent its further unauthorized use.

    6. No Binding Agreement for Transaction.
    Both parties further acknowledge and agree that they each reserve the right, in their sole and absolute discretion, to reject any and all proposals and to terminate discussions and negotiations with respect to a Transaction at any time. This Agreement does not create a joint venture or partnership between the parties.

    7. Warranty.
    NO WARRANTIES ARE MADE BY EITHER PARTY UNDER THIS AGREEMENT WHATSOEVER. The partiesacknowledge that although they shall each endeavor to include in the Confidential Information or our client’s information all information that they each believe relevant for the purpose of the evaluation of a Transaction, the parties understand that no representation or warranty as to the accuracy or completeness of the Confidential Information or our client’s information is being made by the Disclosing Party. Further, nei-ther party is under any obligation under this Agreement to disclose any Confidential Infor-mation or our client’s information it chooses
    not to disclose.

    8. Miscellaneous.
    This Agreement shall be governed by and construed in accordance with the laws of the State of TENNESSEE the Disclosing Party’s residence, without reference to conflicts of law principles. The parties hereby submit and consent to the jurisdiction of the federal and state courts of the state of TENNESSEE, the state of the Disclosing Party’s residence for purposes of any legal action arising out of this Agreement. The parties hereby agree to accept service of process of any complaint by certified United States postal mail or its domestic or foreign equivalent.(a) This Agreement constitutes the entire understanding between the parties and supersedes any and all prior or contemporaneous understandings and agreements, whether oral or written, between the parties, with respect to the subject matter hereof. This Agreement can only be modified by a written amendment signed by the party against whom enforcement of such modification is sought. (b) The validity, construction and performance of this Agreement shall be governed and construed in accordance with the laws of TENNESSEE (state) applicable to contracts made and to be wholly performed within such state, without giving effect to any conflict of law’s provi-sions thereof. The Federal and state courts located in TENNESSEE (state) shall have sole and exclusive jurisdiction over any disputes arising under, or in any way con-nected with or related to, the terms of this Agreement and Receiving Party: (i) consents to personal jurisdiction therein; and (ii) waives the right to raise forum non conveniens or any similar objection. (c) Any failure by either party to enforce the other party’s strict perfor-mance of any provision of this Agreement will not constitute a waiver of its right to subsequently enforce such provision or any other provision of this Agreement. (d) Although the restrictions contained in this Agreement are considered by the parties to be reasonable for the purpose of protecting the Confidential Information or our client’s information, if any such restriction is found by a court of competent jurisdiction to be unenforceable, such pro-vision will be modified, rewritten or interpreted to include as much of its nature and scope as will render it enforceable. If it cannot be so modified, rewritten or interpreted to be en-forceable in any respect, it will not be given effect, and the remainder of the Agreement will be enforced as if such provision was not included. (e) Any notices or communications re-quired or permitted to be given hereunder may be delivered by hand, deposited with a na-tionally recognized overnight carrier, electronic-mail, or mailed by certified mail, return receipt requested, postage prepaid, in each case, to the address of the other party first indi-cated above (or such other addressee as may be furnished by a party in accordance with this paragraph). All such notices or communications shall be deemed to have been given and received (a) in the case of personal delivery or electronic-mail, on the date of such delivery, (b) in the case of delivery by a nationally recognized overnight carrier, on the third business day following dispatch and (c) in the case of mailing, on the seventh business day following such mailing.(f) This Agreement is personal in nature, and neither party may directly or indirectly assign or transfer it by operation of law or otherwise without the prior written consent of the other party, which consent will not be unreasonably withheld. All obligations contained in this Agreement shall extend to and be binding upon the parties to this Agreement and their respective successors, assigns and designees. (g) Paragraph headings used in this Agreement are for reference only and shall not be used or relied upon in the interpretation of this Agreement.

    IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

    Recieving Party

    GFG Bag Manufacturer LLC
    Del C. Arnold
    Managing Member

    Disclosing Party

    The electronic signature consists simply of your name, typed by you on your keyboard. The signature is your confirmation that the NDA you have filled out is your own work and the information is factually true. Once you type in your name, this will count as your electronic signature.