If you are a business owner who wishes to sell, and would like to discuss a potential transaction with us, please read and fill out the following confidentiality form, and we will be in touch soon. Thank you.
BILATERAL CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT
This Nondisclosure Agreement (the “Agreement”) is entered into by and between Delta Business Services, (“Disclosing/Receiving Party”) and the Electronically Undersigned Party (“Disclosing/Receiving Party”) for the purpose of preventing the unauthorized disclosure of Confidential Information as defined below. The parties agree to enter into a mutually confidential relationship with respect to the disclosure of certain proprietary and confidential information (“Confidential Information”).
1. Definition of Confidential Information. For purposes of this Agreement, “Confidential Information” shall include all information or material that has or could have commercial value or other utility in the business in which Disclosing Party is engaged. If Confidential Information is in written form, the Disclosing Party shall label or stamp the materials with the word “Confidential” or some similar warning. If Confidential Information is transmitted orally, the Disclosing Party shall promptly provide a writing indicating that such oral communication constituted Confidential Information. For purposes of this Agreement, the term “confidential or proprietary information” shall include, but not be limited to, the Disclosing Party’s trade secrets, existing or potential customers, customer lists, agents or Advisors, agent or Advisor lists, market studies, market plans and strategies, pricing formulas, financial information, new product plans, payroll and other confidential employee matters, formulas and methods, or other information relating to the Disclosing Party’s business, books and records and private processes, as they may exist from time to time, which Receiving Party may have acquired or obtained by virtue of communicating with Disclosing Party.
2. Exclusions from Confidential Information. Receiving Party’s obligations under this Agreement do not extend to information that is: (a) publicly known at the time of disclosure or subsequently becomes publicly known through no fault of the Receiving Party; (b) discovered or created by the Receiving Party before disclosure by Disclosing Party; (c) learned by the Receiving Party through legitimate means other than from the Disclosing Party or Disclosing Party’s representatives; or (d) is disclosed by Receiving Party with Disclosing Party’s prior written approval.
3. Obligations of Receiving Party. Receiving Party shall hold and maintain the Confidential Information in strictest confidence for the sole and exclusive benefit of the Disclosing Party. Receiving Party shall carefully restrict access to Confidential Information to employees, contractors, and third parties as is reasonably required and shall require those persons to sign nondisclosure restrictions at least as protective as those in this Agreement. Receiving Party shall not, without prior written approval of Disclosing Party, use for Receiving Party’s own benefit, publish, copy, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of Disclosing Party, any Confidential Information. Receiving Party shall return to Disclosing Party any and all records, notes, and other written, printed, or tangible materials in its possession pertaining to Confidential Information immediately if Disclosing Party requests it in writing.
4. Time Periods. The nondisclosure provisions of this Agreement shall survive the termination of this Agreement and Receiving Party’s duty to hold Confidential Information in confidence shall remain in effect until the Confidential Information no longer qualifies as a trade secret or until Disclosing Party sends Receiving Party written notice releasing Receiving Party from this Agreement, whichever occurs first.
5. Relationships. Nothing contained in this Agreement shall be deemed to constitute either party a partner, joint venturer or employee of the other party for any purpose.
6. Severability. If a court finds any provision of this Agreement invalid or unenforceable, the remainder of this Agreement shall be interpreted so as best to affect the intent of the parties.
7. Waiver. The failure to exercise any right provided in this Agreement shall not be a waiver of prior or subsequent rights.
8. Remedies Upon Breach. Receiving Party recognizes and acknowledges that in the event of any default in, or breach of any of the terms, conditions and provisions of this Agreement (either actual or threatened), the Disclosing Party’s remedies at law may be inadequate. Accordingly, Receiving Party agrees that the Disclosing Party shall have the right to specific performance and/or injunctive relief in addition to any and all other remedies and rights at law or in equity, and such rights and remedies shall be cumulative of any right the Disclosing Party may have to monetary damages.
9. Applicable Law and Choice of Forum. This Agreement shall be construed according to the laws of the State of Texas. Any action arising out of this Agreement, whether for breach or to enforce or challenge any term hereof, shall be brought in the Court of competent jurisdiction for the County of Bexar, State of Texas. Both parties to this Agreement consent to jurisdiction by that court without any claim of diversity.
10. General. This Agreement contains the entire understanding of the parties relating to the subject matter addressed herein, and supersedes any and all prior agreements, if any. This Agreement may not be amended, modified or waived, except in writing signed by the Disclosing Parties. Disclosing Parties agree to abide by the terms and conditions of this Agreement in fact and in spirit.
This Agreement and each party’s obligations shall be binding on the representatives, assigns, and successors of such party. Each party has signed this Agreement through its authorized representative.
Both Parties acknowledge that they have this day received and read a copy of this Agreement, and understand its provisions, and that each will observe and fully comply with its provisions.
If you are in agreement with the terms and conditions of this letter, please enter your information below and click on the “I Accept” button. By doing so, you fully execute this letter that constitutes our mutual agreement with respect to the subject matter hereof.
DELTA BUSINESS SERVICES