Request Due Diligence Access
Please fill out and submit the form below to request access to due diligence for this property. If you agree with the terms of the NDA, please check the "Approve NDA" box and submit. By submitting this form, you agree to the Terms and Conditions of the Confidentiality Agreement.
If you would like to modify the NDA, please download the Word version, make your changes, and attach the revised version to the form or email it to Dmacks@stream-cp.com.
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Effective _________________, 2019 (the “Effective Date”), Destination Pet LLC, a Delaware limited liability company and _____________________________________________________ (collectively, the “Parties”) agree (this “Agreement”) as follows.
1. PURPOSE. The Parties wish to discuss a possible business relationship or transaction (“Proposed Relationship”). In connection with such discussions, Confidential Information (as defined below) may be (a) disclosed by one party (“Disclosing Party”) to the other party (“Receiving Party”) pursuant to this Agreement, and (b) Receiving Party may use and disclose the Confidential Information only as provided in this Agreement.
2. USE AND MAINTENANCE OF CONFIDENTIALITY. Receiving Party shall (a) keep all Confidential Information strictly confidential; (b) not disclose any Confidential Information to another person except as permitted in this Agreement; and (c) use Disclosing Party’s Confidential Information solely for the purpose of evaluating the Proposed Relationship. Receiving Party (a) shall limit disclosure of Confidential Information to Receiving Party’s employees, representatives, agents, accountants or attorneys (collectively, the “Related Parties”) who reasonably require access to the Confidential Information for the purpose of evaluating the Proposed Relationship; and (b) shall be responsible for the compliance by its Related Parties with the provisions of this Agreement.
3. CONFIDENTIAL INFORMATION. “Confidential Information” includes information, whether or not in writing, concerning a Party’s business methods, technology, relationships, or financial affairs that is not generally available to the public. By way of illustration, Confidential Information includes information or material about a Party such as: (a) the Proposed Relationship, the fact that the Parties are or may have discussions regarding a Proposed Relationship, the identity of the Parties, and information that can identify the Parties such as locations, telephone numbers, and internet addresses; (b) corporate information, including organization, structure, plans, strategies, methods, policies, negotiations or litigation; (c) marketing information, including strategies, methods, identities or other information about customers, prospect identities or other information about prospects, or market analyses or projections; (d) financial information, including cost and performance data, profits, margins, debt, equity, investors, purchasing and sales data, and price lists; (e) operational and technological information, including plans, specifications, manuals, forms, templates, software, designs, methods, procedures, formulas, discoveries, inventions, improvements, concepts and ideas; (f) personnel information, including personnel lists, reporting or organizational structure, resumes, personnel data, compensation, performance evaluations, and termination arrangements, and (g) third party confidential information, including information received in confidence by a Party from its customers, suppliers or other third parties. The Confidential Information shall include any analyses, compilations, studies, or other documents or records prepared by Receiving Party or its Related Parties to the extent such analyses and compilations incorporate or reflect any portion of the Confidential Information furnished by Disclosing Party.
4. EXCLUSIONS TO CONFIDENTIAL INFORMATION. Receiving Party shall not be liable for use or disclosure of Disclosing Party’s Confidential Information if the Confidential Information (a) was in the public domain at the time the Confidential Information was disclosed to Receiving Party or entered the public domain through no breach of this Agreement by Receiving Party or its Related Parties; (b) was known to Receiving Party at the time of disclosure to Receiving Party as demonstrated by written documentation or other evidence; (c) was received by Receiving Party without a duty of confidentiality; (d) was independently developed by or for Receiving Party without use of Disclosing Party’s Confidential Information as demonstrated by written documentation or other evidence, or (e) was expressly approved in writing for unrestricted release by Disclosing Party.
5. RETURN OF CONFIDENTIAL INFORMATION. Within fourteen (14) days after any written request by Disclosing Party, Receiving Party shall return or destroy, at the discretion of Receiving Party, all physical and electronic copies of the Confidential Information received from Disclosing Party, including all analysis created by Receiving Party that was derived from the Confidential Information. An officer of Receiving Party shall certify to the return and/or destruction of all such Confidential Information.
6. NO WARRANTY. All Confidential Information is provided “as is” without warranty of any kind, whether express or implied. Disclosing Party does not represent or warrant the accuracy or completeness thereof to Receiving Party.
7. NO LICENSE. All Confidential Information of Disclosing Party is the sole property of Disclosing Party. Disclosing Party owns all rights, including all intellectual property rights, titles and interests in the Confidential Information. This Agreement does not grant Receiving Party expressly, by implication, estoppel, or otherwise, any license or right to utilize (a) any Confidential Information received from Disclosing Party, except for evaluation purposes of the Proposed Relationship; or (b) any patent, trademark, or copyright now or hereafter owned or controlled by Disclosing Party.
8. COMPETITION BETWEEN PARTIES. No formal business organization or relationship of any kind is established or intended by this Agreement. This Agreement and the consideration of the Proposed Relationship do not (a) restrict either Party or their affiliates from (i) operating similar or identical businesses or (ii) participating in transactions with similar or identical businesses; or (b) impair or preclude the Parties from competing against each other or any third party. Each Party acknowledges that the other Party and its affiliates have developed, and will continue to research and develop, a wide variety of products and services, including products and services that may be similar to either Party’s current or planned products and services, and this Agreement and either Party’s consideration of the Proposed Relationship shall not restrict the use of such products, services and developments.
9. REMEDIES. Any violation or threatened violation of this Agreement will cause irreparable injury to the non-breaching party, entitling the non-breaching party to seek injunctive relief in addition to all other available legal or equitable remedies.
10. TERM. The duration of this Agreement is eighteen (18) months from the Effective Date.
11. INTERPRETATION. This Agreement (a) shall bind and benefit the parties and their successors and assigns; (b) shall be governed by the laws of the State of _________, without reference to conflict of laws principles, and (c) contains the entire agreement between the Parties with respect to this Agreement’s subject matter. In this Agreement, (a) the words “including”, “include” and similar words shall be deemed to be followed by the words “without limitation”; (b) the words “all” and “any” shall be joint or several and deemed to include the phrase “all or any”; and (c) the words “and” and “or” mean all and each of the persons, words or provisions connected by said words and impart a joint and several meaning. This Agreement may not be amended, nor any obligations waived, except by a writing signed by all Parties.
Accepted and agreed to by the authorized representative of each of the Parties as of the date set forth above.
DESTINATION PET, LLC:
Printed Name: Mike Williams
Title: Vice President of Business Development
Title:__________________________ Download NDA in Word format