Sample Confidentiality Agreement
In consideration of the willingness of JOHNNY ROCKETS LICENSING CORPORATION ("JRLC") to permit me to review JRLC's Confidential Development and Operations Manuals ("Manuals") before entering into an Area Development or Franchise Agreement, the person(s) signing below ("Prospective Developer") agree, individually and as owner(s), officer(s), director(s), manager(s) or partner(s) of any corporation, limited liability company or partnership that may enter into an agreement with JRLC, as follows:
1. Definition. As used in this Agreement, the term "Confidential Information" means all information contained in the Manuals and all other information relating to the Johnny Rockets System disclosed to Prospective Developer except: information which is now or hereafter becomes generally known (other than by unauthorized disclosure, whether deliberate or inadvertent, by Prospective Developer or by any other person, firm or corporation with which Prospective Developer is affiliated); information which was in Prospective Developer's possession at the time of receipt of the Manuals; and information which comes into Prospective Developer's possession after the date of this Agreement from a source not under an obligation of secrecy to JRLC.
2. Non-Use and Non-Disclosure. Prospective Developer may use the Confidential Information solely for purposes of evaluating whether or not to pursue a franchise relationship with JRLC. Except as expressly authorized by JRLC in writing, Prospective Developer agrees to maintain all Confidential Information in strict confidence and not to use, or permit others to use, Confidential Information for any purpose other than evaluation of a possible franchise relationship. Prospective Developer shall not disclose any Confidential Information to anyone other than Prospective Developer's employees, and/or third parties authorized by JRLC to receive Confidential information, each of whom: (A) has a reasonable need to know such Confidential Information; (B) has been advised of the confidential nature of the Confidential Information; and (C) if requested by JRLC, has signed an agreement, in a form satisfactory to JRLC, obligating the employee or third party to comply with all the provisions of this Agreement.
3. Restrictions on Copying. Prospective Developer shall not make any copies of any Confidential Information. Prospective Developer agrees not to remove, overprint, or deface any notice of copyright, trademark, logo, or other notices of ownership from any of the Confidential Information.
4. Obligations Upon Termination. If Prospective Developer does not enter into a franchise relationship with JRLC, Prospective Developer shall: (A) immediately cease to use the Confidential Information; (B) immediately return to JRLC the Confidential Information and all copies thereof (whether or not such copies were authorized) and cause any third party to whom disclosure was made to do the same; and (C) at the request of JRLC, certify in writing that Prospective Developer has complied with subsections (A) and (B) above.
5. Ownership of Materials. The Confidential Information, and all copies thereof (whether or not such copies were authorized), shall remain the property of JRLC and/or its
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affiliates. Prospective Developer shall not acquire any rights in or to such materials pursuant to this Agreement.
6. Term of Obligation. If Prospective Developer does not enter into a franchise relationship with JRLC, Prospective Developer's obligations of non-use and non-disclosure with respect to particular items of Confidential Information will remain in effect for a period of 5 years after disclosure of the Confidential Information.
7. Notice of Loss of Confidentiality. Prospective Developer shall immediately notify JRLC of any information that comes to its attention which indicates that there has been or may be a loss of confidentiality of any of the Confidential Information or breach of this Agreement.
8. Governing Law and Jurisdiction. This Agreement and any claim or controversy arising out of or relating to this Agreement or rights and obligations of the parties under this Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to conflicts of laws principles. If any provision of this Agreement is deemed invalid, unreasonable or unenforceable by a court of competent jurisdiction, then the remaining provisions will not be affected, and the invalid provision may be enforced to the extent deemed reasonable by the court. Any claim that either party may have against the other which is not related to this Agreement will be a separate matter and will not be a defense against enforcement of this Agreement or justify any violation of this Agreement. The parties agree that, to the extent any disputes cannot be resolved directly between them, Prospective Developer shall file suit against JRLC only in the federal or state court having jurisdiction where JRLC's principal offices are located at the time suit is filed. JRLC may file suit in the federal or state court located in the jurisdiction where its principal offices are located at the time suit is filed or in the jurisdiction where Prospective Developer resides or does business or where the claim arose. Prospective Developer consents to the personal jurisdiction of those courts over Prospective Developer and to venue in those courts.
9. Injunctive Relief. Prospective Developer acknowledges and agrees that: (A) a breach of this Agreement by Prospective Developer, its employees or third parties to whom Prospective Developer has disclosed the Confidential Information would result in irreparable harm to JRLC, the extent of which would be difficult to ascertain; (B) monetary damages would be an inadequate remedy for such a breach; and (C) JRLC shall be entitled to specific performance and injunctive or other equitable relief as a court may deem appropriate in the event of such a breach without posting a bond or other security.
10. Indemnification and Attorneys' Fees. Prospective Developer agrees to indemnify, defend and hold harmless JRLC and its subsidiaries, affiliates, successors and assigns and their past and present and present directors, officers, employees, agents and representatives from any and all claims, demands and damages (including reasonable attorneys' fees) incurred in connection with or resulting from any breach of any obligation under this Agreement by Prospective Developer or Prospective Developer's employees or agents. If JRLC institutes any proceedings to enforce its rights, or the obligations of Prospective Developer, under this Agreement, the prevailing party in such proceeding shall be entitled to recover its reasonable
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costs and expenses (including, reasonable attorneys' fees and expenses) incurred in connection with any such proceeding.
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