NON-DISCLOSURE AGREEMENT
("Discloser")
Francois Vautour and Chelsea Collection, Inc. and
INTERNATIONAL VITAMIN
COMPANY, LLC ("Recipient") agree that the following
terms
and conditions apply to
confidential information ("Information") given to the
Recipient under this
Agreement. Both parties agree that the mutual objective
under this Agreement is to
provide appropriate protection for Information while
maintaining the ability to
conduct business activities. Information shall be
defined as: (a) Discloser's
product formulas for each of its products as
determined by Discloser
Francois Vautour (and approved by Recipient) from time
to time; and (b) marketing,
sales and financial documents or information which
relates to Disclosure and its
products; (c) any other documentation or
information which by prior
written notice Discloser informs recipient that such
matters are "confidential
information". All of the forgoing is subject to the
exceptions hereinafter set
forth. Any and all information and/or documents
related to the formula are
per se confidential.
1. DISCLOSURE;
Information that
is disclosed which relates to the evaluation of a
business
opportunity will
be disclosed in writing and indicated as confidential
information. The
Discloser as it relates to the formula will be Francois
Vautour
exclusively. Unless written notice is given by Francois
Vautour
no-one other
than the employees involved can have information related
to
the
formula.
a. Liquidated Damages regarding breach of the formula will apply
to
Francois Vautour
and to Chelsea Collection, Inc. as it relates to the
loss
of revenues for
the breach.
2. OBLIGATION OF
CONFIDENTIALLITY
Recipient may
use the information solely for the purposes of the
agreement.
Recipient may
disclose information to (a) its employees, professional
consultants as
may be necessary or expedient to perform the duties of
Recipient; and
(b) any other parties with Disclosure's prior written
consent; and (c)
if requested by any judicial government or regulatory
authority to
disclose information. The Recipient will be responsible
for
any
dissemination of the confidential materials by anyone they disclose
it
to including
employees. This agreement will be for a two year period and
be
self renewing
for same length of time unless either party terminates
the
agreement in
writing.
3. CONFIDENTIALLITY PERIOD
Disclosed
information continues to be subject to this Agreement during
the
term of this
Agreement and ongoing after the last transaction between
parties from the
date this Agreement. In the event this Agreement is
terminated all
information related to the products must be returned to
the
Company and
Francois Vautour.
4. EXCEPTIONS
No obligation of
confidentiality applies to any Information that
Recipient:
a) already
possesses without obligation of confidentiality
b) develops
independently; or
c) rightfully
receives without obligations of confidentiality from a
third party
d) any data or
information generally known to the public and/or
industry
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It is
acknowledged by the parties that Discloser uses many if not all
of
the same ingredients
currently manufactured by Recipient for its own products
and for products it
manufactures for others, however in different
proportions
and/or appearance. Nothing
herein shall prevent Recipient from making products
having similar ingredients as
Discloser's products, however not having the same
proportions of such
ingredients as designed as Discloser's products unless
such
proportions are already being
manufactured by Recipient or its other customers.
Neither this
Agreement nor any disclosure information grants recipient
any
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