Please read the following Non-Disclosure Agreement carefully before proceeding.
BY CLICKING “ACCEPT” BELOW YOU AGREE TO BECOME A PARTY TO, AND TO BE BOUND BY, THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, CLICK “DECLINE” BELOW, AND YOU WILL NOT BE REGISTERED AS A PAPA & BARKLEY “CANNALYST.”
This non-disclosure agreement (“Agreement”) is made between PAPA & BARKLEY (“P&B”,”P&B Labs”), and you, a P&B “Cannalyst” (“CANNALYST”), enrolled in the P&B Cannalyst “Program.”
WHEREAS, P&B possesses valuable information of a proprietary, secret and/or confidential nature defined and described below (hereinafter referred to as “Confidential Information”).
WHEREAS, CANNALYST wishes to obtain certain Confidential Information from P&B under the terms and conditions set forth below, and solely in furtherance of CANNALYST’s participation in the Program.
NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, the parties hereto agree as follows:
1. The Confidential Information is a commercial asset of considerable value to P&B. P&B is willing to disclose Confidential Information to CANNALYST only on the condition that CANNALYST will not disclose or permit the disclosure of, or use or permit the use of, the Confidential Information in any manner except under the conditions set forth hereinafter. Confidential Information means any scientific, technical, trade or business information, in whatever form or manner presented, obtained or acquired, including but not limited to, an audit and/or tour of a party’s (or its affiliates) facility (including without limitation written, oral, visual or electronic disclosures, or samples of ingredients, products or equipment), that is treated by the disclosing party as confidential or proprietary including, without limitation, research materials and developments, formulations, techniques, methodology, assay systems, formulae, procedures, tests, equipment, data, reports, know how, trade secrets, intellectual property, sources of supply, patent positioning, relationships with consultants and employees, business plans and business developments, information concerning the existence, scope or activities of any research, development, manufacturing, marketing or other projects of either party, and any other confidential information about or belonging to either party’s suppliers, licensors, licensees, partners, affiliates, customers, potential customers or others.
2. CANNALYST agrees to hold the Confidential Information in strict confidence, to use the Confidential Information only for purposes or participating in the Program, and not to disclose any Confidential Information, in whole or in part, to any third party, except CANNALYST may disclose Confidential Information in confidence to employees and independent contractors of CANNALYST who would require knowledge of such Confidential Information for performance of their regular duties, and then only pursuant to a written agreement with such employees and independent contractors which binds such employees to maintain the Confidential Information in strict confidence to the same extent as CANNALYST has agreed to in this Agreement. CANNALYST shall use at least the same degree of care to avoid disclosure and/or use of Confidential Information as it employs with respect to its own proprietary or confidential information of like importance as the Confidential Information.
3. The obligations of CANNALYST contained herein shall continue for a period of five (5) years from receipt of the particular Confidential Information, regardless of termination of this Agreement. During the term of this Agreement and thereafter, CANNALYST shall not directly or indirectly publish, disseminate or otherwise disclose, deliver or make available to any third party any Confidential Information, other than in furtherance of the Program, and only then with the prior, express written consent of P&B. CANNALYST’s obligations regarding the Confidential Information shall not apply to the extent that CANNALYST can demonstrate that the: (a) Confidential Information is in the public domain at the time of disclosure; or (b) Confidential Information, after disclosure, becomes part of the public domain by publication or otherwise, except by breach of this Agreement; or (c) Confidential Information, that it can establish by reasonable proof, was known by it at the time of disclosure by the other party or was subsequently and independently developed by employees of it who had no knowledge of the information disclosed by the other party; or (d) Confidential Information was received from a third party who has the right to so disclose.
4. If CANNALYST is requested or required to disclose Confidential Information pursuant to a subpoena or an order of a court or governmental agency, CANNALYST shall: (a) promptly notify P&B of the existence, terms, and circumstances surrounding the court or governmental agency request or requirement; (b) consult with P&B on the advisability of taking steps to resist or narrow the request; (c) if disclosure of Confidential Information is required, furnish only such portion of the Confidential Information as CANNALYST is advised by counsel is legally required to be disclosed; and (d) cooperate with P&B in its efforts to obtain an order or other reliable assurance that confidential treatment be accorded to that portion of the Confidential Information that is required to be disclosed.
5. All Confidential Information shall be and remain the property of P&B, and all such Confidential Information received from P&B, including any product samples, shall be promptly returned to P&B upon request (but no later than 30 days after such a request), or destroyed at the option of P&B.
6. In the event of a breach or threatened breach, irrespective of materiality, by CANNALYST of the terms or conditions of this Agreement, P&B would suffer irreparable harm, and CANNALYST hereby consents (without in any way limiting any rights or remedies of or available to P&B) to the entry by a court of competent jurisdiction of a temporary injunction without notice, and/or a preliminary injunction, enjoining CANNALYST from disclosing, or using, in whole or in part, any of the Confidential Information, whether referred to or not specifically in this Agreement or elsewhere.
7. This Agreement shall be construed in accordance with the laws of the State of California.
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