Warren Solar, LLC
1233 Washington St.
Ste. 500
Columbia, S.C., 29201
CONFIDENTIALITY AGREEMENT
This Agreement is executed and delivered as of __________ ___th, 2016 by and between Warren Solar, LLC”, on behalf of itself and its affiliates (collectively, “Recipent” and [________]on behalf of itself and its affiliates (collectively, “Recipient”).
WHEREAS, in connection with a potential transaction (the “Transaction”), desires to provide to Recipient and Recipient is willing to accept, under strictest confidence and otherwise in strict conformity with the provisions of this Agreement, Confidential Information (as hereinafter defined);
NOW, THEREFORE in consideration of the premises and the mutual covenants hereinafter set forth, the parties agree as follows:
1. Definitions
a. “Disclosing Party” shall be defined as the party disclosing Confidential Information (either Jim Iman to Recipient or Recipient to Jim Iman, as the case may be), including the employees, agents, representatives and affiliates of the party which discloses such information, as the context may require.
b. “Receiving Party” shall be defined as the party which receives Confidential Information from the Disclosing Party (either _________ or Recipient, as the case may be), including the employees, agents, representatives and affiliates of the party which receives such information, as the context may require.
c. “Confidential Information” shall be defined as all Information furnished by a Disclosing Party to a Receiving Party, after the date hereof, in connection with the Transaction.
d. “Information” shall be defined as all confidential and proprietary information of the Disclosing Party (including, without limitation, all business and financial information, all technical and non-technical information, software and hardware product information, concepts, formulas, techniques, models, samples, strategies, knowledge, know-how, designs, trade secrets, customer lists, pricing policies and patent applications pertaining or relating to such products and marketing and promotion information with respect to such products and the Disclosing Party’s business policies and practices), except information that:
(a) is or becomes available in the public domain other than through a disclosure that is in violation of this Agreement;
(b) is lawfully received by the Receiving Party without breach of any direct or indirect obligation of confidence by the source;
(c) is shown by contemporaneous written records of the Receiving Party to have been developed by the Receiving Party independent of any of the Information; or
(d) is shown by contemporaneous written records of the Receiving Party to already be known by Receiving Party on a nonconfidential basis as of the date of this Agreement.
2. The Receiving Party understands, acknowledges and agrees that all Confidential Information provided to the Receiving Party by the Disclosing Party is the valuable, confidential and extremely sensitive proprietary information of the Disclosing Party, and that the unauthorized disclosure of any of the Confidential Information by the Receiving Party could be damaging to the interests of the Disclosing Party.
3. (a) Except as may be otherwise hereafter agreed in writing by a Disclosing Party, a Receiving Party, shall not, for a period of three (3) years after disclosure, (i) use Confidential Information in any manner except to aid the Receiving Party in its assessment of any potential transaction contemplated by either or both parties, nor (ii) disclose to or discuss with any person or entity any Confidential Information except to such of its employees, attorneys, or advisors (the “Authorized Representatives”) who have a need to know such information in order to assist the Receiving Party in assessing any potential Transaction (and then only after such Authorized Representatives are advised of the Receiving Party’s duties under this Agreement with respect to Confidential Information). Each party shall be responsible for the breach of this Agreement by its Authorized Representatives.
(b) The Receiving Party shall safeguard all Confidential Information submitted in writing or other tangible media and all reports and analyses based on such Confidential Information to the same extent Receiving Party protects other confidential information in its possession. Upon termination of this agreement, the Receiving Party shall return or destroy all originals and copies of Confidential Information disclosed to it.
4. In the event the Receiving Party is required to furnish any Confidential Information received from the Disclosing Party in any civil litigation or administrative proceeding (including by means of interrogatories, depositions, requests for documents and subpoenas), the Receiving Party shall provide the Disclosing Party with prompt notice thereof so that the Disclosing Party may seek an appropriate protective order and/or waive compliance by the Receiving Party with the provisions hereof; provided, however, that if in the absence of a protective order or the receipt of a waiver hereunder, the Receiving Party is, in the opinion of counsel, compelled to disclose Confidential Information or else be subject to liability for contempt, fine or penalty, or subject to censure, then the Receiving Party may disclose such Confidential Information.
5. All Confidential Information disclosed or otherwise provided to the Receiving Party shall remain the exclusive property of the Disclosing Party and, when so requested by the Disclosing Party, all documents, records, media, and other things containing or embodying Confidential Information, by whomever generated and including all copies thereof, in the Receiving Party’s possession or control shall be turned over without retaining a copy thereof, to the Disclosing Party
forthwith or destroyed, unless in the opinion of counsel to the Receiving Party, either returning such Confidential Information or failing to retain copy thereof would violate any applicable federal, state, local or foreign law, in which event such Confidential Information shall be returned, without retaining any copies thereof, as soon as practicable after such counsel advises that the same may be lawfully done.
6. In view of the irreparable harm and damage which could be incurred by the Disclosing Party in the event of any violation by the Receiving Party of any of the provisions hereof, the Receiving Party hereby consents and agrees that if there is a violation of any such provision, the Disclosing Party shall be entitled to an injunction or similar equitable relief to be issued by any court of competent jurisdiction restraining the Receiving Party from disclosing the Confidential Information. Such equitable relief shall be in addition to any legal remedies that may be available to the Disclosing Party.
7. No failure or delay by either party in exercising any right, power or privilege hereunder shall operate as a waiver thereof to preclude any other further exercise thereof or the exercise of any right, power, and privilege hereunder.
8. The terms hereof constitute the entire agreement between the parties with respect to the subject matter hereof and supersede any and all other prior agreements and understandings with respect to such subject manner. This Agreement shall not be modifiable or assignable in whole or in part, without the express written consent of both parties.
9. This Agreement shall not be construed to require any disclosure of Confidential Information to either party hereto. All Confidential Information is and shall remain the property of the Disclosing Party. By disclosing information to the Receiving Party, the Disclosing Party does not grant any express or implied right to the Receiving Party to or under the Disclosing Party’s patents, copyrights, trademarks or trade secret information.
10. No Disclosing Party shall be deemed, solely by virtue of its being a party to this Agreement, to make or have made any representation or warranty as to the accuracy or completeness of any Information provided by such Disclosing Party, and no Disclosing Party or its officers, directors, employees, representatives or agents shall have any liability to the Receiving Parties resulting from the use of such Information by the Receiving Party.
11. This Agreement shall be governed and interpreted in accordance with the laws of the State of South Carolina
[signature page follows]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written.
| Company: | |
| Warren Solar, LLC 1233 Washington St. Ste. 500 Columbia, S.C., 29201 _______________________________ Signature Title _____________________ Date | _______________________________ Signature Title _____________________ Date |
Fwd: Confidentiality Agreement
Inbox
| Matt Warren <matt@warrensolar.com> |  Thu, Oct 27, 2016, 12:16 PM | | |
| to me |
Matt Warren
Begin forwarded message:
From: william wolfson <wlwolfson@hotmail.com>
Date: September 27, 2016 at 2:10:24 PM EDT
To: susan wolfson <susitoffi@hotmail.com>, Matt Warren <matt@warrensolar.com>
Subject:Fwd: Confidentiality Agreement
Sent from my iPhone
Begin forwarded message:
From: Jim Iman <mr.iman@sbcglobal.net>
Date: September 27, 2016 at 2:09:09 PM EDT
To: “wlwolfson@hotmail.com” <wlwolfson@hotmail.com>
Subject:Confidentiality Agreement
Reply-To: Jim Iman <mr.iman@sbcglobal.net>
Bill
Enclosed is the Confidentiality Agreement. If you have any questions or concerns feel free to contact me.
Thanks,
Jim ImanP. O. Box 100817Fort Worth, TX 76185Office: 817-989-0805Cell: 817-454-4604
