NONDISCLOSURE AND CONFIDENTIALITY AGREEMENT

 

 

            This Agreement is made as of the May 22, 2024 (“Effective Date”), by and between First Responder Protective Services Corporation, a Texas corporation (the “Company”) and , ("Recipient"), a .

 

            WHEREAS:

 

  1. Company and the Recipient have entered into discussions (“Discussions”) with each other in connection with a prospective business arrangement relating to Company’s financial status, operating results, operations, customers, suppliers, processes, techniques, copyright, trademark, patents, proprietary information, know-how, equipment, business plans and systems for the purpose of considering one or more business transactions (“Arrangement”); and

 

  1. In such Discussions, Company may make proprietary and non-public information available to the Recipient;

 

            NOW THEREFORE, Company and the Recipient hereby agree as follows:

 

  1. "Confidential Information" includes all oral and written information and material, in tangible or intangible form (including, without limitation, technical, operating, business and financial information), which Company: (i) furnishes or makes available to the Recipient, directly or indirectly, in connection with the Discussions, or (ii) designates as “Confidential” (whether or not physically marked as such), or (iii) treats as, or considers to be, confidential based on conduct that is apparent to the Recipient.  The following, however, will not be considered Confidential Information:

 

  1. information that was already known to the Recipient prior to disclosure of such information to the Recipient by Company;

 

  1. information that is disclosed to the Recipient without obligation of confidentiality by a third party who has the right to make such disclosure;

 

  1. information that is in the public domain or hereafter enters the public domain through no fault of the Recipient; and

 

  1. information that is independently developed by Recipient without the use of Company’s Confidential Information.

 

  1. The Recipient shall (i) keep the Confidential Information which it receives in confidence; (ii) protect it with the same degree of care as the Recipient treats its own confidential information; (iii) not, without the prior written consent of Company, disclose or permit Confidential Information to be disclosed to anyone other than the Recipient’s directors, officers, employees, agents, affiliates or consultants (“Representatives”) who have a legitimate need to know the Confidential Information in order for the parties to negotiate, participate in, or perform related services with respect to the Arrangement; and (iv) not use, and not permit its Representatives to use, the Confidential Information for any other reason.

 

  1. In the event the Recipient or any of its Representatives is required by any court or legislative or administrative body (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigation demand or similar process) to disclose any Confidential Information, the Recipient shall: (i) provide Company with prompt notice of such requirement in order to afford Company an opportunity to seek an appropriate protective order, and (ii) disclose as little of the Confidential Information as possible to satisfy the requirement.

 

  1. Upon demand by Company, the Recipient shall, and shall cause the Representatives to: (i) return and deliver all Confidential Information which was disclosed to it, (ii) destroy all copies, summaries, compilations, or analyses thereof, in whatever form maintained or derived, and (iii) confirm in writing to Company that all Confidential Information has been returned, delivered and destroyed as required by this Article. 

 

  1. The Recipient shall not make or permit or procure to be made or assist any other person to make any announcement or disclosure regarding the existence or scope of the Discussions, the Arrangement or this Agreement without Company’s prior written consent.

 

  1. All rights in and title to Confidential Information, related materials, samples, data or processes supported by Company shall remain in Company.  Neither the execution of this Agreement nor the furnishing of any information hereunder shall be construed as granting, either expressly or by implication, any license under any invention or patent now or hereafter owned or controlled by Company, nor any right to use on a royalty-free basis the information made available by Company to the Recipient.

 

  1. Although Company has used reasonable effort to provide accurate information, the disclosure of Confidential Information does not constitute a representation or warranty, express or implied, regarding the quality, accuracy, or completeness of the same.

 

  1. During the term of this Agreement, and at all times thereafter, Recipient agrees that Recipient will not make any statements (or cause or encourage others to make any statements), written or verbal, that defame, disparage or in any way criticize the Company’s clients, suppliers, products, and/or services.

 

                        Further, Recipient recognizes that the Company's employees and independent contractors are a valuable resource of the Company. Accordingly, Recipient agrees that Recipient shall not, from the Effective Date until the end of the Anti-Piracy Term (as defined below), either alone or in conjunction with any other third party, directly or indirectly, (i) solicit or recruit for employment or engagement any employee or independent contractor of the Company; (ii) induce or encourage any employee or independent contractor of the Company to leave the employ of or engagement with the Company; or (iii) interfere in any way with the relationship between the Company and any such employee or independent contractor.

 

                        Recipient further recognizes that the Company's clients are a valuable resource of the Company. Accordingly, Recipient agrees that Recipient shall not, from the Effective Date until the end of the Anti-Piracy Term, directly or indirectly in any capacity whatsoever, either as an employee, officer, director, equity holder, proprietor, partner, joint venture, consultant, or otherwise (i) call on or solicit any customer or client of the Company for purposes of diverting such customer or client to a competing business of the Company; (ii) induce or encourage (or attempt to induce or encourage) any such customer or client to withdraw, reduce or cease its business with the Company; or (iii) in any way interfere with the relationship between the Company and any such customer or client.

 

                        As used herein, “Anti-Piracy Term” means the twelve (12) month period commencing on the date of the termination of this Agreement.

 

  1. The obligations under Sections 2, 3, 4,  and 5of this Agreement shall expire five years from the date hereof and shall survive any earlier termination of this Agreement.

 

  1. Nothing contained in this Agreement shall require any of the parties to continue any of the Discussions or enter into any agreement in connection with the Arrangement or otherwise, or preclude any of the parties from entering into any agreement, or obligate any of the parties to the other, except as expressly provided herein or in any other written agreement existing or entered into by the parties.

 

  1. This Agreement is not intended to create, and does not create, any agency, partnership, joint venture or employment relationship between the parties and neither party is authorized to bind or represent the other party in any respect whatsoever.

 

  1. The Agreement shall be binding upon and inure to the benefit of any permitted successors and assigns.  The terms of this Agreement shall be independent of, and unless otherwise expressly agreed, this Agreement shall survive the execution of any further documents or agreements between the parties.

 

  1. If any provision of this Agreement is deemed void, invalid, or unenforceable by any court or tribunal of competent jurisdiction, such provision shall be stricken from this Agreement without effect on the remaining provisions of the Agreement as a whole.

 

  1. No failure or delay in exercising any right, power, or privilege hereunder shall operate as a waiver thereof or preclude the exercise of any other or further right, power, or privilege hereunder.

 

  1. Notices to either party may be sent to the addresses provided by each party to the other party.

 

  1. The Recipient acknowledge that the unauthorized use, copying, disclosure, or dissemination of any of the Confidential Information by the Recipient will cause irreparable harm and significant injury to the Company, which may be difficult to measure with certainty or to compensate through monetary damages. The Recipient agrees that Company therefore shall be entitled in such event to obtain a temporary restraining order, preliminary or temporary injunction, and/or a permanent injunction, without the necessity of a bond, against such breach from any court of competent jurisdiction. Company’s right to obtain such relief shall not limit its right to obtain other remedies.  Further, this Agreement shall be governed by the substantive laws of the State of Texas.

 

            IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date.

 

First Responder Protective Services Corporation             

 

 

 

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Signed by Bill Knack
Signed On: September 26, 2023


Signature Certificate
Document name: FRPS NONDISCLOSURE AND CONFIDENTIALITY AGREEMENT
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September 26, 2023 12:59 pm CDTFRPS NONDISCLOSURE AND CONFIDENTIALITY AGREEMENT Uploaded by Bill Knack - app@offdutytx.com IP 76.184.248.175