The undersigned prospective purchaser ("Buyer") hereby requests
confidential information, currently and from this time forward,
on businesses owned and/or represented by Brandchise Media LLC. ("Brandchise"). Effective Date:
1. Brandchise Media LLC, a Florida corporation, and Buyer,
wish to exchange certain confidential business and proprietary
information, whereby Brandchise Media may disclose proprietary
information, and Buyer may disclose and/or receive proprietary
information. The permitted use of proprietary information
is for the sole purpose of exploring possible business relationship(s)
between Brandchise Media and Buyer.
2. This Agreement covers information that is disclosed between
the Effective Date and twelve (12) months thereafter. Each
party's obligations of nondisclosure and nonuse of proprietary
information expire three (3) years after termination or expiration
of this Agreement. Each party shall exercise the same degree
of care in preventing the disclosure of proprietary information
received from the other party as it does in protecting its
own proprietary information. As a minimum protection, each
party shall limit the disclosure of proprietary information
to its employees having a need to know such information and
shall not disclose proprietary information to any third party
individual, corporation, or other entity, whether related
or not to the receiving party, without the prior written consent
of the disclosing party.
3. Each party shall be obligated to protect only information:
(a) disclosed in tangible form clearly labeled as confidential
or proprietary at the time of disclosure, or (b) disclosed
in non-tangible form, identified as confidential or proprietary
at the time of disclosure, and summarized in writing with
the summary transmitted to the other party within thirty (30)
days of disclosure.
4. This obligation will not apply to any information that
is: (a) published or otherwise available to the public without
violation of this Agreement, (b) obtained by the receiving
party from a third party without confidential limitations,
(c) independently developed by the receiving party without
use of proprietary information, (d) known by the receiving
party prior to its first receipt of same from the disclosing
party, without an obligation to maintain its confidentiality,
or (e) hereinafter disclosed by disclosing party to a third
party without restriction on disclosure.
5. Disclosure of the other party's information is not prohibited
if prior notice is given to the other party and such disclosure
is required by law. Information is delivered "AS IS"
and all representations and warranties, express or implied,
including fitness for a particular purpose, merchantability,
and non-infringement, are hereby disclaimed. Neither party
has an obligation to sell or purchase any item from the other
party. The receiving party does not acquire any rights in
proprietary information, except the limited right to use information
as described above. No rights or obligations other than those
expressly recited herein are to be implied from this Agreement.
6. This Agreement constitutes the entire agreement between
the parties concerning this subject matter. All additions
or modifications to this Agreement must be made in writing
and must be signed by an authorized representative of each
party. The parties agree to comply strictly with all applicable
export control laws and regulations. Any action related to
this Agreement will be governed by Florida state law.
7. The undersigned executes this Agreement on behalf of Buyer
and warrants that he/she is duly authorized to do so.
8. Buyer acknowledges that his/her electronic signature is
legally binding.
