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NON-DISCLOSURE & NON CIRCUMVENT AGREEMENT

  • This Agreement is entered into effective as of 10/09/2024, in connection with a possible business relationship or transaction ("Transaction"), between the undersigned Kompani Group LLC (the “Company”), and

  • , its representatives and relevant business agents, (the “Recipient”).

  • Recipient is evaluating the Company, it’s portfolio, and/or prospective investments, and for that purpose the Company may make certain Confidential Information (as defined below) available to the Recipient (the "Purpose"). As a condition to, and in consideration of, the Company's furnishing of Confidential Information to the Recipient, the Recipient agrees to the restrictions and undertakings contained in this Agreement. Recipient agrees that all information disclosed by the Company to Recipient, including any such information disclosed prior to the date of this Agreement, and including without limitation information acquired by Recipient in writing, orally or by inspection of the Company’s property, relating to (without limitation) the Company’s prototypes, samples, technical data, trade secrets, know-how, actual and anticipated research, developments or products, product plans, services, software, inventions, processes, discoveries, formulas, architectures, concepts, ideas, designs, drawings, personnel, customers, markets, marketing plans, distribution methods, financial information, sales or programming matter, compositions, drawings, diagrams, computer programs, studies, work in process, visual demonstrations, manufacturing plans, confidential information disclosed to the Company by third parties, client lists, customer lists, and other data, whether oral, written, graphic, or electronic form shall be considered "Confidential Information". However, Confidential Information shall not include information which, as Recipient can prove in written evidence, (i) is now or subsequently becomes generally known or available by publication, commercial use or otherwise, through no fault of Recipient, (ii) is known by Recipient at the time of disclosure, or (iii) is lawfully obtained by Recipient without violation of a confidentiality obligation. Recipient agrees (i) to use Confidential Information solely for the Purpose; (ii) to use all possible means to maintain the Confidential Information in strict confidence, and at least those measures that it employs for the protection of its own confidential information, but in any event not less than a reasonable degree of care, (iii) to disclose Confidential Information only to Recipient’s employees who are required to have the information for the Purpose and have previously signed an agreement in content similar to the provisions hereof; and (iv) to immediately notify in writing the Company in the event of any unauthorized use or disclosure of the Confidential Information. Recipient shall not reverse engineer, disassemble, decompile or copy any software or other tangible objects which embody the Confidential Information, nor export or otherwise transmit, directly or indirectly, any Confidential Information, or the direct product of Confidential Information. Confidential Information and all of the Company’s trademarks remain the property of the Company and no license or other rights in the Confidential Information or such trademarks are granted hereby, except as expressly provided above.

    1) The Recipient shall not use the Confidential Information received from the Company to circumvent the Company in any way or transact business in any manner whatsoever with any vendor on the Company’s vendor list.

    2) Both parties herewith agree to obtain a confidentiality agreement from any third party with whom discussion of the Confidential Information is to occur, to insure the protection of the Confidential Information.

    3) Both parties herewith agree nothing contained herein shall be construed to create the relationship of employer and employee or create any rights to act on behalf of the Company. The parties further agree that this Agreement is not intended and shall not be construed to create an agency relationship, partnership, joint venture or anything of a similar nature.

  • 4) All information is provided “as is” and without any warranty, express, implied, or otherwise, regarding its accuracy or performance. Recipient agrees to return to the Company immediately upon the Company’s written request all documents and other tangible objects containing or representing the Confidential Information.

    Non-Solicitation

    (a) During the period that this Agreement is in effect and for the five year period immediately following termination of this Agreement, each party shall not directly or indirectly through another entity (i) induce or attempt to induce any employee of, or consultant to, the other party or its subsidiaries to leave the employ of, or consultancy to, the other party or its subsidiaries, or in any way interfere with the relationship between the other party or its subsidiaries and any employee or consultant thereof, (ii) hire any person who was an employee of, or consultant to, the other party or its subsidiaries at any time during the twelve-month period immediately prior to the date on which such hiring would take place without the written consent of an officer of the other party (it being conclusively presumed by the parties so as to avoid any disputes under this section that any such hiring within such twelve-month period is in violation of clause (i) above); (iii) call on, solicit or service any customer, supplier, licensee, licensor, consultant, contractor or other business relation of the other party or its respective subsidiaries in order to induce or attempt to induce such person to cease doing business with the other party or its subsidiaries, or in any way interfere with the relationship between any such customer, supplier, licensee, licensor, consultant, contractor or other business relation and the other party or its subsidiaries (including, without limitation, making any negative statements or communications about the other party or its subsidiaries); (iv) call on, solicit, or take away or attempt to call on, solicit, or take away any of the other party's customers and vendors on whom the party called or became acquainted during his/her/its contractual relationship with the other party, either on its behalf or that of other person, firm, or corporation; (v) Relationships existing prior to or self-acquired during the contractual relationship are specifically excluded.

    (b) If, at the time of enforcement of the covenants contained in this section above (the "Protective Covenants"), a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the Protective Covenants to cover the maximum duration, scope and area permitted by law. Both parties agree that the Protective Covenants are reasonable in terms of duration, scope and area restrictions and are necessary to protect the goodwill of the parties' businesses and agree not to challenge the validity or enforceability of the Protective Covenants.

    (c) If any party breaches, or threatens to commit a breach of, any of the Protective Covenants, the non-breaching party and its subsidiaries shall have the following rights and remedies, each of which rights and remedies shall be independent of the others and severally enforceable, and each of which is in addition to, and not in lieu of, any other rights and remedies available to it or its subsidiaries at law or in equity:

    (1) Both parties agree that any nondisclosure or circumvention or use of the Confidential Information in violation of this Agreement by one party would result in irreparable damage to the other party, for which there is no adequate remedy at law. Therefore, both parties agree that said disclosure by either party in violation of this agreement, shall entitle the other party to equitable relief, including injunctive relief, reasonable attorney's fees, and specific performance.

  • (2) The right and remedy to require the breaching party to account for and pay over any profits, monies or other benefits derived or received as the result of any transactions constituting a breach of the Protective Covenants.

    This Non-Disclosure & Non-Circumvent Agreement shall be governed by and in accordance with the laws of the State of North Carolina.

    This agreement is not binding on either party until executed by both parties hereto.

    IN WITNESS WHEREOF, each party hereto has executed this Agreement by a representative duly authorized effective as of the date set forth below.

  • Signature
  • Signature
  • Adam Olen
    Managing Director, Kompani Group LLC
  • Name/Title
  • 10/09/2024
    Date
  • 10/09/2024
    Date

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