Mutual Non Disclosure Agreement (Legal Entity)

This agreement is entered into between Healthy Solutions, LLC (the “Manufacturer”) and , a California  , (the “Client”), collectively referred to as the “Parties,” for the purpose of creating a confidential relationship with respect to the disclosure by one (the “Disclosing Party”) to the other (the “Receiving Party”) of certain proprietary and confidential information (the “Confidential Information”). This Agreement shall be mutual in that the Parties may both disclose and receive Confidential Information and that such information shall be subject to the terms of this Agreement 

 

  1. CONFIDENTIAL INFORMATION.
    1. Confidential Information means all information or material that is or could be used in the Disclosing Party’s businesses, and includes, but is not necessarily limited to, formulations, prototypes, drawings, data, trade secrets, business information, product concepts, packaging designs, unpublished research, and other confidential or trade secret information owned by, or otherwise belonging to Disclosing Party.
    2. Confidential information does not include information or material that is:
      1. Publicly known or becomes publicly known through no fault of the Receiving Party; and/or
      2. Created or discovered prior to or independent of any disclosure by Disclosing Party.
  2. OBLIGATIONS OF THE PARTIES.
    1. The Receiving Party shall hold and maintain the Confidential Information received from the Disclosing Party in the strictest confidence for the sole and exclusive benefit of the Disclosing Party.
    2. The Receiving Party shall carefully restrict access to the Confidential Information to its employees and contractors only as is reasonably required.
    3. The Receiving Party shall not, without prior written approval from the Disclosing Party, use the Confidential Information for its own benefit.
    4. The Receiving Party shall not, without prior written approval from the Disclosing Party, hire, employ, or otherwise engage the Disclosing Party’s employees, agents, contractors, officers, or directors   whether currently employed by Healthy Solutions and/or previously employed by Manufacturer within the last 24 months.
    5. If Healthy Solutions manufactures a product for the Client wherein the Client has not provided the formulation for such product, Healthy Solutions is not under any duty or obligation to reveal or share confidential aspects of that formulation to the Client except that information which is necessary to appropriately label such formulation, other formulation details shall remain Healthy Solution’s confidential and proprietary property. However, Healthy Solutions will provide such formulation details in the event that such information is required as part of a foreign product registration or as required for retail and/or regulatory compliance, provided, however, that the Client agrees and covenants to keep such formulation confidential and not distribute or share to any other entity and/or be used by the Client in any other fashion, including, but not limited to, the manufacturing, packaging and labeling of said formulation.
    6. Upon receipt of a written notification by either party of their intention to terminate this Agreement and/or cease contract manufacturing and/or consulting services provided by Healthy Solutions for the Client, the Client shall return to Healthy Solutions, retaining no copies or notes, all documents relating to Healthy Solutions’ business, including, but not limited to, reports, abstracts, lists, correspondence, information, electronic files, and all other materials and all copies of such materials obtained by the Client during its relationship with Healthy Solutions. Healthy Solutions shall also return all aforementioned documents to the Client, except those documents which it is required to keep pursuant to the rules of any applicable regulatory agency.
  3. TIME PERIOD.
    1. The confidentiality and non‐disclosure provisions of this Agreement shall survive the termination of this Agreement and any relationship between Healthy Solutions and the Client.
    2. The Receiving Party’s duty to hold Confidential Information in confidence shall remain in effect until the Confidential Information is becomes publicly known through no fault of the Receiving party, or the Disclosing Party sends the Receiving Party written notice releasing the Receiving Party from this Agreement, whichever occurs first.
  4. RELATIONSHIPS
    1. Nothing in this Agreement shall be deemed to constitute either party a partner, joint venture, or employee of the other party for any purpose.
  5. ENTIRE AGREEMENT.
    1. This is the entire agreement between the Parties. It replaces and supersedes any and all oral agreements between the Parties as well as any prior writings. This Agreement may not be amended except in writing signed by both Parties.
  6. SUCCESSORS AND ASSIGNS.
    1. This agreement binds and benefits the Parties’ heirs, successors, and assignees.
  7. WAIVER
    1. The failure to exercise any right provided in this Agreement shall not be a waiver of any prior or subsequent rights.
  1. GOVERNING LAW.
    1. This Agreement shall be governed by and construed in accordance with the laws of the State of Arizona.
  1. CHOICE OF VENUE; JURISDICTION
    1. The Parties agrees that the sole forum for any litigation arising out of or relating to this Agreement shall be the Superior Court of Arizona in and for Maricopa County, Arizona. The Parties further agree and stipulate that personal jurisdiction for both Parties is proper in the Superior Court of Arizona in and for Maricopa County, Arizona.
  1. ATTORNEYS FEES.
    1. In the event of any action to enforce rights under this Agreement, the prevailing party shall be entitled to its costs and expenses, including attorney’s fees, incurred in connection with such action.
  1. LEGAL AND EQUITABLE REMEDIES.
    1. The Client and Healthy Solutions recognizes that Healthy Solutions or the Client may be irreparably damaged by any breach of this Agreement and that Healthy Solutions or the Client shall be entitled to seek an injunction, specific performance, or other equitable remedy to prevent or remedy any breach of this Agreement.
  2.  SEVERABILITY 
    1. If any court determines that any provision of this Agreement is invalid or unenforceable, any invalidity or unenforceability will affect only that specific provision and will not make any other provision of this Agreement invalid or unenforceable and this Agreement shall be considered modified, amended, or limited only to the extent necessary to render in valid and enforceable.
  3.  AUTHORIZATION
  4. Each party has signed this Agreement through its authorized representative.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

 

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