NON-DISCLOSURE AGREEMENT
NON-DISCLOSURE AGREEMENT
This Non-Disclosure Agreement ("Agreement") is entered into as of the date on the signature page hereto (the "Effective Date"), by and among Franchise Development Group ("FDG") and the party identified on the signature page hereto. The Parties (as defined below) may disclose to one another certain information, which the Parties consider to be confidential, for use by the Parties in evaluating a prospective franchise or business opportunity (the "Evaluation") with each such party when disclosing information being the "Disclosing Party" and when receiving information being the "Receiving Party". The term "Party" (as used in the singular or plural) shall mean the Parties to this Agreement and their representatives. The term "representatives" shall include a Party's affiliates, officers, employees, partners, agents, advisors, attorneys and include Franchisors and Sellers of certain businesses under Evaluation.
Now, therefore the Parties agree as follows:
1 Information - The term "Information" shall mean all materials, trade secrets or other information, including, without limitation, proprietary information and materials regarding a Party's technology, products, business information and objectives, financial information, forecasts, strategies, projections, and analyses which the Disclosing Party provides to the Receiving Party for the purpose of performing the Evaluation. The term Information shall not include information that: (i) is or becomes generally available to the public other than as a result of a disclosure by the Receiving Party; (ii) was already known by the Receiving Party; (iii) is independently developed by the Receiving Party without reference to the Disclosing Party's information; (v) is disclosed by the Disclosing Party to a third party without restriction; or (vii) is required to be disclosed pursuant to law, regulation or a requirement of a governmental agency.
2 Confidentiality - Except with the Disclosing Party's written consent, the Receiving Party shall not at any time during the term of this Agreement: (i) use the Information for any purpose other than in performing the Evaluation; or (ii) disclose the Information to non-approved third party.
3 Evaluation - The Parties agree that the provision of Information pursuant to this Agreement and discussions held in connection with the Evaluation will not prevent either Party from pursuing similar discussions with other third parties or obligate either Party to continue discussions with the other or to take, continue, or forego any action relating to the Evaluation.
4 Term - This Agreement and the Receiving Party's duty to hold Information in confidence shall survive until the earlier of: (i) one (1) year from the Effective Date; (ii) until such time as all Information becomes publicly known through no violation of any duty of the Receiving Party to the Disclosing Party, or; (iii) a definitive agreement is entered into between the parties hereto which governs the treatment of the Information.
5 Equitable Remedies - In the event of any actual or threatened breach by the Receiving Party of this Agreement, the Disclosing Party will be entitled to seek immediate injunctive and other equitable relief.
6 Return of Information - The Receiving Party will return or destroy all tangible material embodying Confidential Information at any such time as the Disclosing Party may so request.
7 Notice - Any notices or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered upon: (i) certified or registered mail with return receipt; (ii) replied or confirmed email; (iii) upon personal delivery to the party to be notified. All written notices so given shall be deemed effective upon receipt.
8 Miscellaneous -This Agreement is made under, and shall be construed according to, the laws of the State of Georgia without regard to its conflicts of laws principles. Each party irrevocably consents to the exclusive jurisdiction of the federal and/or local courts located in the State of Georgia, Forsyth County in connection with any action regarding this Agreement. This Agreement constitutes the entire agreement between the parties relating to the subject matter contained herein and terminates and supersedes all prior or contemporaneous representations, promises, warranties, covenants, undertakings, discussions, negotiations, and agreements, whether written or oral, other than those expressly contained in this Agreement. This Agreement cannot be changed or terminated orally, and none of the terms hereof shall be deemed to be waived or modified except by an express agreement in writing signed by the party against whom such waiver or modification is sought to be enforced. Neither party shall assign or transfer any rights or obligations under this Agreement (including by operation of law) without the prior written consent of the other party. The provisions of this Agreement are severable, and if any clause or provision shall be held invalid or unenforceable, in whole or in part, the remaining terms and provisions shall be unimpaired and the unenforceable term or provision shall be replaced by such enforceable term or provision as comes closest to the intention underlying the unenforceable term or provision. This Agreement may be executed and delivered electronically or by an e-mail containing an intended digital signature. Such digital signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such signature page were an original executed copy of the Agreement.
Acknowledgement Statement:
It is understood that the purpose of this questionnaire is for information gathering only and is in no way binding upon the applicant, the franchise company, or its agents and representatives.
I understand that there is no fee charged to me by the Franchise Development Group (FDG), its agents or affiliates for consulting services provided to assist me in researching business and/or franchise opportunities. FDG is customarily paid a referral fee by the seller or franchisor upon the successful closing of a transaction.
I acknowledge that there are business risks associated with the purchase and/or operations of any business or franchise venture and, that it is my responsibility to evaluate these risks myself and/or with the aid of my own professional advisors. I agree to hold FDG, its agents, officers, or affiliates harmless from any claims, losses, or demands related to or arising from the purchase of a business or franchise opportunity.
By selecting True and Correct and submitting this questionnaire; you assert that the information you provided is true and correct and may be relied upon, and acknowledge and agree to the terms of this Agreement.
True and Correct
[Digital Signature Page to Non-Disclosure Agreement]
In witness whereof, the Parties have caused this Agreement to be executed.