NONDISCLOSURE AND NON-CIRCUMVENTION AGREEMENT

THIS NONDISCLOSURE AND NON-CIRCUMVENTION AGREEMENT (this “Agreement”) is made and entered into as of October day of 20, 2020, by and between Second Harvest Food Bank of Central Florida, Inc., a Florida not for profit corporation, 411 Mercy Drive, Orlando, Florida 32805 (“SHFB”) and Eagle Express Couriers, a Florida corporation, _________________________________________ (“Vendor”).

Purpose: SHFB and Vendor wish to explore an opportunity to coordinate, grow and develop SHFB’s home delivery program, Bring Hope Home BHH. BHH screens a person’s qualification for home delivery, schedules and delivers food. As part of this relationship, SHFB and Vendor may disclose its Confidential Information to the other.

1. Definition: “Confidential Information” means all nonpublic information disclosed by one party or its agents (the “Disclosing Party”) to the other party or its agents (the “Receiving Party”) that is designated as confidential or proprietary, either orally or in writing, or, given the nature of the information or the circumstances surrounding its disclosure should reasonably be considered as confidential. Confidential Information includes, without limitation, any information, such as name, phone number, address, technical data, or know-how, including, but not limited to, that which relates to research, product plans, business plans, products, services, customers, markets, software, developments, inventions, processes, designs, drawings, engineering, hardware configuration information, marketing or finances.
2. Exclusions: Confidential Information does not include any information, technical data or know-how which: (i) is or becomes publicly available without breach of this agreement; (ii) can be shown by documentation to have been known to the Receiving Party prior to the time of its receipt from the Disclosing Party; (iii) is rightfully received by Receiving Party from a third party who did not acquire or disclose such information by a wrongful or tortious act; or (iv) is approved for release by the Disclosing Party in writing.
3. Non-Use and Non-Disclosure of Confidential Information: SHFB and Vendor agree not to use the Confidential Information disclosed to it by the other party for its own use or for any purpose except to carry out discussions concerning, and the undertaking of, any business relationship between SHFB and Vendor. Vendor may disclose Confidential Information only to employees, attorneys or contractors of Vendor who have a definable need to know such Confidential Information. Each party agrees that it will take all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information of the other party, which measures shall include the highest degree of care that either party utilizes to protect its own Confidential Information of a similar nature. Each party agrees to notify the other party in writing of any misuse or misappropriations of such Confidential Information of the other party, which may come to its attention.
4. Mandatory Disclosure: In the event that either party or their respective directors, officers, employees, consultants, attorneys or agents are requested or required by legal process to disclose any of the Confidential Information of the other party, the party required to make such disclosure shall give prompt notice so that the other party may seek a protective order or other appropriate relief. In the event that such disclosure shall disclose only that portion of the Confidential Information, which its counsel advises, that is legally required to disclose.
5. No Obligation: Nothing herein shall obligate SHFB or Vendor to proceed with any transaction between them, and each party reserves the right, in its sole discretion, to terminate the discussions contemplated by this Agreement concerning the business opportunity.
6. No License: Nothing in this Agreement is intended to grant any rights to either party under any patent, copyright, trade secret or other intellectual property right, nor shall this Agreement grant either party any rights in or to the other party’s Confidential Information, except the limited right to review such Confidential Information solely for the purposes of determining whether to enter into the proposed business relationship between the parties.
7. Disclosure Period: This Agreement pertains to the Confidential Information that is disclosed from the signature date for a term of three (3) years, unless the confidential information becomes public information due to an event not occasioned by the Receiving Party.
8. Confidentiality Period: This Agreement and the parties’ duty to hold Confidential Information in confidence shall survive for a period of three (3) years following the disclosure period, unless the confidential information becomes public information due to an event not occasioned by the Receiving Party.
9. Governing Law and Jurisdiction: This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Florida, and shall be binding upon the parties hereto in the United States and worldwide. The federal and state courts within the State of Florida shall have exclusive jurisdiction to adjudicate any dispute arising out of this Agreement.
10. Severability: In the event any term of this Agreement is found by any court to be void or otherwise unenforceable, the remainder of this Agreement shall remain valid and enforceable as though such term were absent upon the date of its execution.
11. Miscellaneous: This Agreement shall be binding upon the parties, their successors and assignees. Any failure to enforce any provision of this Agreement shall not constitute a waiver of any term hereof. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof.

 

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