David - Option 1
THIS NON-DISCLOSURE AGREEMENT
THIS NON-DISCLOSURE AGREEMENT is made with effect from __________, 2023 (the “Effective Date”) between: (1) GEO Gastronomy Estates Organization, LLC, with a place of business at 145 North Avenue, Park Ridge, New Jersey 07656 (the “Disclosing Party”), and
(2) __________________________, having a place of business at________________________, (“the Receiving Party”).
Receiving Party has agreed to provide certain services (the “Services”) in connection with a certain business or real property (collectively, “Property”) for which it will be necessary for the Disclosing Party to disclose to the Receiving Party Information (as defined below). The term “Information” means information concerning the Property of a confidential or proprietary nature (irrespective of the form of presentation or communication including, but not limited to, financial information, know-how, business plans, financial projections and business models, agreements with third parties, trade secrets, research, product plans, products, services, business partners, suppliers, customers, pricing and costs, market analysis, inventions, processes, technology, designs, drawings, marketing, devices, samples or materials owned or licensed, prototypes, data, licenses, any type of intellectual property, computer software and data, physical objects, and any information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be deemed confidential).
IT IS AGREED AS FOLLOWS:
1. This Agreement will apply to any disclosure of Information by the Disclosing Party. This Agreement may be terminated at any time upon written notice to the other party. Such termination or any expiration shall not affect any obligation imposed by this Agreement with respect to Information received prior to such termination.
2. Receiving Party shall keep confidential and shall not disclose the Information to any other person or entity, including, without limitation, advisors, consultants, fiduciaries, agents or affiliates of Receiving Party, without the Disclosing Party’s prior written consent, and shall not make any use of such Information for any purpose other than in connection with the Services (the “Authorized Purpose”).
3. Receiving Party shall maintain in strictest confidence all Information, and shall: (a) take the same care in protecting the Information as it takes in protecting its own confidential information and in any event not less than that which a reasonable person or business would take in protecting its own confidential information; (b) only disclose Information on a clear need-to-know basis to such of its employees, agents, consultants and contractors who have agreed in writing to be bound to the obligations of confidentiality contained in this Agreement including, but not limited to, the use of the Information for the Authorized Purpose only.
4. This Agreement shall not be deemed to confer or imply the grant or agreement to grant by the Disclosing Party to the Receiving Party of a license or any of its rights under copyright, patents, trademarks, design rights or other similar rights. All Information supplied hereunder is supplied on an “as is” basis and the Disclosing Party gives no representation or warranty as to its accuracy, completeness or fitness for any purpose. The Disclosing Party shall not be liable for any loss or damage suffered by the Receiving Party as a result of the Receiving Party’s use of the Information.
5. This Agreement is governed by and shall be construed in accordance with the laws of the State of New Jersey, excluding principles of conflict of laws and the parties submit to the non-exclusive jurisdiction of the courts of the State of New Jersey and the federal courts situated in New Jersey with respect to any matter arising under or relating to this Agreement. This Agreement contains the entire understanding relative to the protection of the Information covered by this Agreement, is executed by authorized representatives of each party.
11. This Agreement may be executed by PDF. The parties hereto agree that in the event the signatures hereon shall be digital, electronic and/or facsimile copies, each party shall accept them as original signatures.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date