You, as an individual and as a representative agent of (collectively, “you”), are reviewing the SikariLUXE business plans and investor memorandums with a desire to discuss a possible business relationship and/ or transaction(s) with Sikari Inc. (“Company”) (“Purpose”) (each you and Company a “party”, and collectively “parties”).
In order to pursue these discussions both you and the Company may mutually disclose certain information and data that is of a proprietary and confidential nature. Either you or the Company may be a discloser or a recipient of Information (as defined below). The party disclosing Information shall be the “Discloser” and the party receiving the Information shall be the “Recipient”.
The purpose of this letter is to set forth the following understanding between you and the Company (both with regards to disclosing and receiving) with respect to the Information, as follows:
1. Information is confidential and may be considered confidential and proprietary by third parties. The Discloser’s transmittal of such Information is with the mutual understanding that it is to be used by the Recipient, including, on the limited need-to-know basis, its affiliates, advisors, attorneys, accountants, financing sources, and coinvestors (if so disclosed, such other parties shall be contained in the collective term, of “Recipient” or “Discloser”, as the case may be), for the sole purpose of evaluating the Purpose.
2. “Information” shall mean any information that is or may generally be considered proprietary and/ or confidential in nature with respect to the Discloser and/or any third parties, any facts, opinions, business plans, business ideas, business concepts, conclusions, projections, data, information, trade secrets or know-how relating to any research project, research generally, work in process, future development, engineering, manufacturing, marketing, customer business information, cost, profit and market information, financial or other business information, personnel matters, present or future products, technology, sales, customers, employees, investors, prospects, markets or business, regardless of whether such information (i) is communicated orally or in writing, (ii) identified, in any manner, as confidential, or (iii) obtained by either of party through observation or examination of the other.
3. The parties further agree that in addition to the items identified in paragraph 2, above, the addresses and physical locations, along with contracts, processes or any use of and related to (i) Sikari Inc, including this business plan commonly referred to as “Sikari Plan” (each individually and collectively “Plan”) is considered confidential and therefore shall be considered an element of the definition of Information) and, unless otherwise agreed to in writing, shall not be disclosed in any manner by any party or their representatives. It is further agreed that the disclosure of the Plan will result in immediate harm to Sikari Inc and it’s partners. Therefore, in addition to other remedies available for breach of this agreement, including injunction, in the event of the disclosure of the Sikari Plan you agree to pay as liquidated damages to Company One Million and 00/100 Dollars ($1,000,000.00). The grant of these liquidated damages shall in no event disentitle or prevent a party from seeking or being awarded any other relief contemplated herein
4. It is agreed, understood and acknowledged that disclosure of any Information by the Discloser is made upon the express condition that it will not be used in any way or disclosed by the Recipient other than as permitted above, without the Discloser’s prior written consent.
5. It is agreed, understood and acknowledged that irreparable injury and damage to the Discloser will result from the unauthorized use or disclosure to third parties of the Information or from uses of the Information for any purpose other than the contemplated business relationship. In the event of any breach of this agreement, including, without limitation, the actual or threatened disclosure of any Information without the prior express written consent of the Discloser, the Discloser will suffer irreparable injury and damage, such that there may be no remedy at law to adequately protect against, or appropriate compensation for, such injury. Accordingly, Recipient agrees that the Discloser shall be entitled to injunctive relief, specific performance of Recipient’s obligations under this agreement, as well as such further injunctive, legal, equitable, or financial relief as may be granted by a court of competent jurisdiction.
6. Discloser represents and warrants to Recipient that it has the full right to disclose the Information, and the disclosure of the Information will not violate any statute, regulation, or other laws, and that the disclosure of Information will not violate the rights of any third party.
7. Recipient agree to indemnify the Discloser against any loss or liability resulting from, or arising in connection with, unauthorized use or disclosure of the Information.
8. Each party agrees that nothing in this agreement shall be construed to convey to the Recipient any right, title or interest in any of the Discloser’s Information, or any license to use, sell, exploit, copy or further develop in any way any the Information. No license is hereby granted or implied under any patent, copyright or trademark, any application for any of the foregoing, or any trade name, trade secret or other proprietary information, in which the Discloser has any right, title or interest.
9. Each party agrees that, upon request, it will immediately return to the Discloser all documents or other tangible property that contains Confidential Information.
It is agreed and understood that this page contains the sole and entire agreement between the parties relating to the subject matter hereof and that any representation, promise or condition not contained herein shall not be binding on either party. The laws of the state of Delaware shall govern this agreement, without regards to its conflict of laws principles. Any proceeding arising out of or relating to this agreement shall be brought in the courts in the State of Delaware. In the event any suit or other action is commenced to construe or enforce any provision of this agreement, the prevailing party, in addition to all other amounts such party shall be entitled to receive from the other party, shall be paid by the other party a reasonable sum for attorneys’ fees and costs.
