Buyer iNITIALS:



CONFIDENTIALITY AND NONDISCLOSURE AGREEMENT

THIS CONFIDENTIALITY AND NONDISCLOSURE AGREEMENT (the "Agreement") is entered into effective the ____ day of ____________, 2020, by and among ______________ (“Buyer”), a ________________, The Midessa Group (“Midessa”) and Sign Manufacturing Company (SELLER). Buyer, Midessa and SELLER are hereinafter sometimes referred to collectively as the "Parties" and individually as a "Party".

WITNESSETH:

WHEREAS, the parties have expressed an interest in entering into a transaction pursuant to which Buyer would acquire from SELLER all or substantially all of its assets (such a transaction being hereinafter referred to as the "Transaction"); and

WHEREAS, for the express purpose of allowing each Party to evaluate the desirability of pursuing the Transaction, and to allow each Party to obtain all necessary information to determine how to structure the Transaction to the mutual benefit of the Parties, each Party wishes to inspect certain confidential documents, books, data, information, business records, business and organization methods, customer and supplier information, technical methods, credit sources, know-how rights, trade secrets and other confidential or proprietary information of the other Parties, as applicable, and certain of their respective subsidiaries and affiliates (all of the foregoing being hereinafter collectively referred to as the "Confidential Trade Information"); and

WHEREAS, each Party is willing to furnish to the other Party, or permit the other Party access to, certain of its Confidential Trade Information, subject to the terms and provisions contained herein; and

WHEREAS, each Party would be irreparably injured, and the value and goodwill of its business would be irreparably damaged, if another Party were to (i) disclose to any third party the fact that the Parties are discussing the possibility of pursuing the Transaction, or any of the proposed terms thereof, or (ii) use for its own benefit or disclose to any third parties any of the Confidential Trade Information obtained, except as otherwise specifically permitted herein (the existence or pursuit of negotiations relating to the Transaction, or any proposed terms of the Transaction, are hereinafter referred to as the "Transaction Confidential Information", and the Confidential Trade Information and the Transaction Confidential Information are hereinafter sometimes referred to collectively as the "Confidential Information); and

WHEREAS, each Party has agreed to be bound by the terms of this Agreement, intending to be bound hereby, and none of the Parties would have agreed to disclose its Confidential Information to another Party or to pursue the Transaction without the agreement of the Parties to execute, deliver and perform this Agreement;

NOW, THEREFORE, for and in consideration of the premises and the mutual covenants, conditions and promises herein contained, and the mutual benefits accruing to the Parties as a result of the execution and performance of this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1. Use and Disclosure of Confidential Information. Each Party hereby agrees that all Confidential Information that has been or may be furnished or disclosed to it will be kept confidential and used for the exclusive purpose of permitting such Party to become fully informed of the business, conduct, operation and management of the other Parties, for purposes of determining whether the Parties desire to pursue negotiations of the terms of the Transaction and the consummation thereof. Each Party agrees that all of the Confidential Information received by it will be kept and continue to be held completely confidential, except that each Party may disclose the minimum amount of Confidential Information necessary, and only to the extent necessary, in order to comply with applicable and enforceable law. Each Party expressly acknowledges and agrees that it will not make or cause to be made, or participate or assist in the making of, any news release or other disclosure to any third party concerning the other Parties or pertaining to the Transaction or any other possible transaction between or among the Parties, without the prior written consent of the other Parties.

2. Agents and Personnel. Each Party agrees not to disclose, either orally or in writing, the Confidential Information received to any employees or third parties, other than a limited number of executive officers and a limited number of outside legal, accounting and other professional consultants. Each employee or agent of a Party informed of the Confidential Information shall be specifically informed by the recipient Party of its confidential character and of the necessity to retain it in confidence, and such recipient Party shall cause each such employee or agent to comply strictly with all provisions of this Agreement. Disclosure of the Confidential Information to any employee or agent shall be for the exclusive purpose of allowing such individuals to assist such Party in deciding whether to pursue negotiations of the terms of any Transaction and the consummation thereof. Any breach of the covenants of any Party set forth herein by any employee or agent of such Party shall constitute a breach of the covenants hereof by such Party, and such Party shall indemnify and hold the other Party harmless from and against all losses, claims, liabilities, damages, causes of action, judgments, costs and expenses, including attorneys' and professional fees, costs of court, amounts paid in settlement, or any other liability of whatever nature, whether joint or several, caused by or arising out of, or in any way related to, any disclosure of the Confidential Information by such Party, or by any employee, agent or personnel of such Party, in violation of the provisions of this Agreement. Each Party agrees not to make the Confidential Information available to any person or to use any Confidential Information received for any purpose other than the purposes set forth in this Agreement, without the prior written consent of the other Parties.

3. Specifically Prohibited Acts. Without limiting the generality of the foregoing, each Party shall not at any time, without the prior written consent of the other Parties (i) use for its own benefit (other than in connection with the Transaction) or disclose to any competitor or potential competitor of the disclosing Party, any Confidential Information, or (ii) induce or attempt to influence any employee, contractor or agent of another Party to terminate his or her employment, contract or affiliation with such other Party or any of its subsidiaries or affiliates.

4. Injunctive Relief. Each Party acknowledges and agrees that the remedy available to the Parties at law for any breach of any obligation under this Agreement would be inadequate, and agrees that temporary and permanent injunctive relief may be granted in any proceeding which may be brought to enforce any provision hereof, without the necessity of posting bond in excess of One Thousand Dollars ($1,000).

5. No Waiver of Remedy. Pursuit of the injunctive relief provided for in Section 4 shall not preclude the damaged Party from pursuit of any other remedy provided for herein, nor shall pursuit of any remedy herein provided constitute a forfeiture or waiver of any damages accruing by reason of the violation of any of the terms and provisions herein contained. No waiver of a violation or breach of the terms and provisions of this Agreement shall be deemed or construed to constitute a waiver of any other violation or breach, and forbearance to enforce one or more of the remedies herein provided upon an event of default shall not be deemed or construed to constitute a waiver of such default.

6. Return of Confidential Information. Each Party shall, immediately upon request by another Party, return to such other Party all of the Confidential Information supplied by or obtained from such other Party, and shall not retain any copies thereof.

7. Exclusions. In no event shall Confidential Information include any information which (a) is generally known or available to the general public, (b) hereafter becomes generally known or readily available through no violation of this Agreement, (c) was known or in the possession of the recipient Party prior to a disclosure by another Party hereunder or is independently developed by the recipient Party, (d) is lawfully acquired by the recipient Party from any third party not bound by an obligation of confidence, or (e) is in or hereafter becomes a part of the public domain through no violation of this Agreement.

8. Unlawful Disclosures. No Party shall be obligated to disclose any Confidential Information, either oral or written, that could be considered unlawful to disclose.

9. No Additional Agreements. No Party shall have any obligation to enter into any future agreement with the other.

10. Authority. Each Party represents and warrants that it possesses all necessary powers and authority to lawfully make the disclosures to be made pursuant to this Agreement, and to enter into and be bound by this Agreement.

11. Assignment. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and assigns. Notwithstanding the foregoing, however, no Party may assign this Agreement, nor delegate its duties or obligations hereunder, without the prior written consent of the other Parties.

12. Entire Agreement: Amendment. This Agreement sets forth and constitutes the entire Agreement among the Parties with respect to the subject matter hereof, and supersedes any and all prior agreements, understandings, promises and representations existing among the Parties concerning the subject matter hereof and the terms applicable hereto. This Agreement may not be released, discharged, amended or modified in any manner except by an instrument in writing signed by duly authorized officers or agents of all of the Parties.

13. Severability. If any provision of this Agreement is or becomes or is deemed invalid, illegal or unenforceable in any jurisdiction under applicable laws, such provision shall be deemed amended to conform to applicable laws so as to be valid and enforceable thereunder, but if it cannot be so amended without materially altering the intention of the Parties, it shall be stricken and the remainder of this Agreement shall remain in full force and effect.

14. Choice of Law. This Agreement shall, to the fullest extent permitted under applicable laws, be construed and enforced in accordance with the laws of the State of Texas and of the United States applicable in Texas, as applied to contracts made and to be performed entirely within Texas.

15. Written Waivers. No waiver of any right under this Agreement shall be deemed effective unless contained in a writing signed by the Party charged with such waiver.

16. Submission to Jurisdiction. Each Party hereby irrevocably submits to the personal jurisdiction of the District Courts of the State of Texas in Ector County, Texas, over any suit, action or proceeding arising out of or relating to this Agreement. Each Party hereby irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in such court has been brought in an inconvenient forum. Each Party further agrees that a final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon such Party.

17. Headings. Section headings contained in this Agreement are included for convenience only and form no part of this Agreement.

18. Notices. Any notice which may be required or permitted to be given by one of the Parties to the other hereunder shall be deemed sufficiently furnished or given if in writing and (i) delivered in person, or (ii) mailed (by first class mail, registered or certified and postage prepaid, return receipt requested), or (iii) telefaxed to the Party entitled thereto, addressed as follows (or such other address as the Party entitled thereto may have prior thereto specified by notice given as contemplated in this Section 18):

If to Buyer: Attn:___________________

Email:__________________

________________________

If to the Midessa Group: Email: __________________

enrique@

but if telefaxed, the same shall not be deemed effective unless and until actually received by the Party entitled thereto.

19. Termination. This Agreement and the rights, duties and obligations of the Parties hereunder, shall terminate upon first to occur of (i) consummation of a Transaction, or (ii) the expiration of three (3) years from the date hereof.

20. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, this Agreement is executed effective as of the date first hereinabove written.

BUYER: ______________________________________

By: ___________________________________________

Authorized Signatory

Name: _________________________________________

Title: __________________________________________

Date: __________________________________________

M&A Advisor: The Midessa Group

(Sign Manufacturing Company)

By: __________________________________________

Authorized Signatory

Name: Enrique Romero

Title: Managing Partner__________________________

Date: ________________________________________

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