CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT

Confidentiality and Non-Disclosure Agreement (“Agreement”) dated ___________________,  20____,  between Universal Pasteurization Company, LLC, UPC Southeast, LLC, Universal Cold Storage, LLC, (collectively, “Universal”), and ___________________________( the “Recipient”).

 

In connection with the Recipient’s presence at any of Universal’s facilities, the Recipient may observe or be furnished with certain confidential information concerning Universal’s business, products, services, customers, suppliers and processes.

 

As a condition of receiving or being exposed to such information, the Recipient agrees to, and to cause its Representatives to, treat (i) any information made available to or observed by it or its representatives relating to Universal and its business, customers (including the identity thereof), suppliers, processes, services, products or otherwise, regardless of how furnished or made available, and (ii) all notes, analyses or other documents or materials prepared by the Recipient or its representatives, to the extent they are based on, reflect or are otherwise generated from such information (collectively, the “Confidential Information”), in accordance with the terms and conditions set forth herein. The term “Confidential Information” does not include information that the Recipient can prove (i) is or becomes generally available to the public other than as a result of a disclosure by the Recipient or its representatives in breach of this agreement or (ii) the Recipient or its representatives independently developed without the aid or use of, or reference to, directly or indirectly, any Confidential Information.

 

The parties hereto agree as follows:

  1. The Recipient agrees that it will not, and will direct and cause its representatives not to, (i) disclose or otherwise disseminate the Confidential Information to any person except as expressly permitted by this Agreement or (ii) use the Confidential Information, or permit it to be accessed or used, for any purpose other than in connection with a business transaction between Universal and the Recipient.
  2. Without limiting the generality of the other provisions of this Agreement, the Recipient agrees that it will, and will direct and called its representatives to, take all reasonable measures, whether or not requested by Universal, to protect the secrecy of, maintain the confidentiality of and avoid disclosure or use of the Confidential Information. The Recipient agrees to, and will direct and cause its Representatives to, promptly notify Universal in writing of any misuse or misappropriation of the Confidential Information or any actual or threatened breach of this Agreement which may come to the Recipient’s or its representative’s attention, as applicable, and shall use its best efforts to cure or mitigate such misuse or misappropriation.
  3. The Recipient represents and warrants to Universal that this Agreement is a valid and binding obligation of the Recipient, enforceable against it in accordance with its terms.
  4. The Recipient agrees that money damages would be both incalculable and an insufficient remedy for any breach or threatened breach by it or its representatives’ obligations under this Agreement and that, in addition to any other remedy available to Universal, Universal shall be entitled to seek appropriate injunctive relief and specific performance, without posting a bond or other security or proof of actual damages, in the event of any breach or threatened breach by the Recipient or any of its representatives. The Recipient agrees that the foregoing shall be in addition to all other remedies available at law or equity to Universal.

 

IN WITNESS WHEREOF the parties hereto have caused their duly authorized representatives to execute and deliver this Agreement as of the date first above written.

By:______________________________________                                   By:_____________________________________

Title:    _______________________________________                         Title:    _______________________________________

Name: Universal Rep. Signature                                                                                    Name: Guest Signature    _______________________________________   _______________________________________                                       Guest Organization    _____________________________________

UNIVERSAL PASTEURIZATION COMPANY, LLC

UNIVERSAL COLD STORAGE, LLC

UPC SOUTHEAST, LLC