The undersigned (herein called the Receiving Party) hereby agrees:
That all information, data and materials disclosed or furnished (herein called the Information) by Clayton Capital Partners Acquisition Candidate CO221 (herein called the Company) will be maintained strictly confidential and that, in consideration for such disclosure, no use of the Information will be made by the Receiving Party or any of its employees, other than for internal evaluation purposes, on a strictly confidential basis.
The Receiving Party agrees that each of its employees to whom Information is disclosed will fully observe and comply with this Agreement. The Receiving Party agrees to notify the Company in writing of any misuse or misappropriation of the Information.
It is understood that disclosure of any Information, including the possibility that the Company may be sold, disclosure of the current status of the Company, or disclosure of any Information to customers, vendors, competitors, or employees of the Company, would cause serious financial damage to the Company and/or its affiliates. The Receiving Party agrees that the Company shall be entitled to injunctive relief for any breach or threatened breach of this Agreement, without the need to post a bond. Such remedy shall be in addition to all other available remedies. The Receiving Party agrees to indemnify and hold the Company harmless from any costs or damages arising out of any breach of this Agreement by the Receiving Party or its employees.
The Receiving Party agrees that the Information is and shall remain the exclusive property of the Company. Nothing contained herein shall obligate the Company to make any Information available to the Receiving Party.
The Receiving Party agrees that, for the term of this Agreement, it will not solicit for employment any person who is currently employed by the Company.
The Receiving Party agrees to promptly notify the Company of any request to disclose any Information. The Receiving Party will provide the Company with a copy of the request as far in advance of the disclosure as is reasonably practicable, and will consult and cooperate with the Company concerning the nature and scope of the Receiving Party’s disclosure. The Receiving Party agrees not to oppose any action by the Company to obtain a protective order or other remedy to limit such disclosure.
The Receiving Party agrees not to copy, duplicate, disclose or deliver all or any portion of the Information to a third party, or permit any third party to inspect, copy or duplicate the same.
This shall not, however, prevent the undersigned from disclosing to others or using in any manner:
1. Information which has been published and has become part of the public domain other than by acts or omissions by the receiving party.
2. Information which has been furnished or made known to the undersigned by third parties as a matter of right without restriction of disclosure, or
3. Information which the undersigned can show was already in its possession at the time it entered into this Agreement and which was not acquired directly or indirectly from the Company, its representatives, its employees or their representatives
This Agreement shall remain in effect for a term of two years from the execution date hereof. Upon request, the Receiving Party will promptly return all Information, and destroy any internal analyses and/or workpapers related to the evaluation of the Company. An authorized officer of the Receiving Party shall certify in writing that such destruction occurred.
The Receiving Party agrees that the Company is not making any representation or warranty, express or implied, as to the accuracy or completeness of the Information, and the Company will not be liable to the Receiving Party for any use of the Information.
The Receiving Party represents and warrants that this Agreement is a valid and binding obligation, and that execution of this Agreement does not conflict with any organizational document, statute, contract or commitment to which the Receiving Party is bound.
The Receiving Party shall not assign this Agreement. No failure or delay by the Company to exercise any right, power or privilege under this Agreement shall constitute a waiver thereof. This agreement shall be governed by the laws of the state of Missouri. The state and federal courts located in Kansas City, Missouri shall be the exclusive venue for any and all actions or proceedings related to this Agreement.