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This agreement is made between you, the organization you represent, and Paula & Co. Inc., a California Corporation. The effective date is the day you agree to the terms of this agreement via the quote form on the previous page.

 

Confidential Information Disclosure

"Confidential Information" shall mean (a) all information (whether in written, electronic or other form and whether or not identified as confidential at the time of disclosure) including, but not limited to, any matters of a financial, legal, or business nature relating to the business of the disclosing party, and(b) all analyses, compilations, studies, forecasts or other documents or materials prepared in connection therewith which contain or are based upon, in whole or in part, any such information.

 

Obligations

The recipient shall hold Confidential Information in confidence and shall protect the Confidential Information with at least the same degree of care that the recipient uses to protect its own confidential and proprietary information. Recipient shall not disclose Confidential Information to any third party (whether an individual, corporation, or other entity) without the prior written consent of the disclosing party and shall limit disclosure of Confidential Information within its own organization to its directors, officers, partners, members, and/or employees having a need to know. The recipient shall use Confidential Information only for the purpose for which it was disclosed and shall not use or exploit Confidential Information for its own benefit or the benefit of another.

 

Exceptions

Notwithstanding the above, neither party shall have liability to the other with regard to any Confidential Information of the other which the recipient can prove:
a.   the Confidential Information is and will, at all times, remain the property of the disclosing party and such disclosing party may, at any time and from time to time, disclose the Confidential Information to other persons in connection with other possible transactions or for any other purpose.
b.   was in the public domain at the time it was disclosed or has subsequently entered the public domain through no fault of the recipient;
c.    was known to the recipient, without confidentiality restrictions, at the time of disclosure;
d.   was developed independently by the recipient;
e.   becomes known to the recipient by a third party who has the right to disclose the information without violating any confidentiality obligations; or
f.    is required to be disclosed in response to a valid order by a court or other governmental body, provided that the recipient provides the disclosing party with prior written notice of such disclosure in order to permit the disclosing party to seek confidential treatment of such information.

 

Term and Termination

This Agreement will be effective from the Effective Date and will continue until written notice of termination is provided by either party to the other. All provisions of this Agreement relating to Confidential Information Disclosure disclosed pursuant to this Agreement prior to termination shall survive. Upon termination, if the disclosing party requests, the recipient shall promptly return or destroy all Confidential Information it received from the disclosing party, along with any and all copies.

 

Remedies

If there is a breach or threatened breach of any provision of this Agreement, it is agreed and understood that the non-breaching party shall have no adequate remedy in money or other damages and accordingly shall be entitled to injunctive relief; provided, however, no specification in this Agreement of any particular remedy shall be construed as a waiver or prohibition of any other remedies in the event of a breach or threatened breach of this Agreement.

 

No Warranty

All Confidential Information is provided “as is”. The disclosing party makes no warranties, express or implied, regarding the accuracy, completeness or performance of the Confidential Information.

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Independent Parties

Nothing in this Agreement shall be deemed to constitute either party a partner, joint venturer or employee of the other party or its affiliates or successors.

 

Governing Law

This Agreement, and all acts and transactions pursuant hereto, shall be governed, construed and interpreted in accordance with the laws of the State of California, without reference to its conflicts of law provisions. Exclusive jurisdiction of any dispute shall be in the courts of Los Angeles County, California. The parties hereby specifically exclude from application to this Agreement the United Nations Convention on Contracts for the International Sale of Goods.

 

Waiver

No delay or omission by either party in exercising any right under this Agreement shall operate as a waiver of that or any other right.

 

Unenforceability

In the event any provision of this Agreement shall be determined to be invalid or unenforceable, the remainder shall be valid and enforceable to the maximum extent possible.

 

Entire Agreement and Modification

This Agreement constitutes and contains the parties' entire agreement respecting the subject matter and supersedes any and all prior negotiations, correspondence, understandings, and agreements between the parties respecting the subject matter hereof. This Agreement may only be modified by a written instrument signed by the parties.

 

Miscellaneous

This Agreement shall bind and inure to the benefit of the parties and their successors. The Agreement may be executed in counterparts, each of which shall be deemed to be an original and both together shall be deemed one and the same agreement. 

The parties have caused this Mutual Non-Disclosure Agreement to be duly executed by their authorized representatives as of the date of submitting the quote form on the previous page.

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