CONFIDENTIALITY AND NON-CIRCUMVENTION AGREEMENT
This Confidentiality and Non-Circumvention Agreement (“Agreement”) is made as of __________________, 2018 by and between Credit Card Reseller, LLC and ________________________________ (“Company”)
1. For purposes of this Agreement, the term “Confidential Information” means any information disclosed to Company by or on behalf of Credit Card Reseller, LLC including, but not limited to, information about Credit Card Reseller, LLC and its affiliates, businesses, services, products, processes, formulas, designs, formats, marketing plans, and material analyses; strategies, forecasts, research, underwriting criteria, and names, addresses, and any other characteristics, identifying information or aspects of Credit Card Reseller, LLC and that is confidential and/or proprietary in nature. Confidential Information shall not include any information which (i) is or becomes available to the public other than as a consequence of a breach of any obligation of confidentiality; or (ii) is disclosed pursuant to judicial action and no suitable protective order, or equivalent remedy is available.
2. Company hereby agrees that its review and inspection of the Confidential Information shall be for the sole purpose of determining whether or not to submit a bid to purchase some or all the certain assets that are for sale. The Company agrees that its review and inspection shall be on its own behalf and not as an agency, representative, or broker of any undisclosed party. Neither Credit Card Reseller, LLC nor any of its representatives have made or make any representation or warranty as to the accuracy or completeness of the Confidential Information. The Company agrees that neither Credit Card Reseller, LLC nor its representatives shall have any liability to it or any of its representatives resulting from the provision or use of Confidential Information.
3. Company hereby agrees to hold strict confidence and trust all confidential Information and agrees not to disclose, sell, rent, reproduce, or otherwise provide, directly or indirectly, any Confidential Information or anything related to the Confidential Information without the prior written consent of Credit Card Reseller, LLC. Company may disclose Confidential Information only to its employees who agree to be bound by the terms of this Agreement and then only to the extent necessary to carry out the legitimate use of the Confidential Information only in connection with its express agreements with Credit Card Reseller, LLC and not for Company’s own purpose or for the benefit of any third party. Company agrees to require any of its employees who obtain Confidential Information to comply with this Agreement and also agrees to be responsible for any breach of this Agreement by such employees. The Company agrees not to communicate with any debtor, guarantor, or debtor’s attorney.
4. When requested by Credit Card Reseller, LLC, Company agrees to destroy any and all Confidential Information received by Company from or on behalf of Credit Card Reseller, LLC.
5. In addition to the understandings set forth herein with respect to the Confidential Information, Company agrees to keep strictly confidential and not to disclose to any third party the fact or any aspect of ongoing or completed negotiations or of business dealings between Credit Card Reseller, LLC and Company. Company agrees that it will not use or disclose Credit Card Reseller, LLC’s name, trade name, or other proprietary designation, except as necessary to perform its obligations to or on behalf of Credit Card Reseller, LLC without Credit Card Reseller, LLC’s prior written consent.
6. Company agrees that under no circumstances will it undertake to develop direct purchase arrangement for specific packages of discharged credit card or other debts marketed to it by Credit Card Reseller, LLC. This limitation applies at the individual package level and precludes situations that may arise where Company has direct relationship with seller and has become aware of transaction through methods other than Credit Card Reseller, LLC marketing activity.
7. Company understands that in the event it fails to comply with this Agreement, Credit Card Reseller, LLC may suffer irreparable harm, which may not be adequately compensated for by monetary damages alone. Company therefore, agrees that in the event of its breach or threatened breach of this Agreement, Credit Card Reseller, LLC shall be entitled to injunctive and/or other preliminary or equitable relief in addition to ay other remedies available at law.
8. If Credit Card Reseller, LLC shall prevail in any action at law or in equity to enforce the provisions of this Agreement, Company shall pay Credit Card Reseller, LLC’s costs and expenses including reasonable attorney’s fees. This Agreement shall be governed by and construed in accordance with the law of Minnesota.
9. This Agreement contains the entire understanding of the parties hereto with respect to the subject matter hereof, superseded any prior written agreements with respect to such, and may only be modified in writing. This Agreement shall remain in full force and effect until a subsequent written agreement, if any which expressly provides for confidentiality is executed by the parties hereto. The parties hereto recognize and agree that nothing contained in this Agreement shall be construed as granting any rights, by license or otherwise, to any Confidential Information disclosed pursuant to this Agreement.
IN WITNESS WHEREOF, a duly authorized representation of both Credit Card Reseller, LLC and Company has executed this Agreement as of the date set forth below.
Signer’s Name: Bobbie-Jo Diebold
Signer’s Signature: __________________________
Credit Card Reseller, LLC
811 Newberry Ln.
Chaska, MN 55318
Signer’s Name: ____________________________
Signer’s Signature: _________________________
City, State, Zip: ____________________________
Phone Number: ____________________________
Fax Number: ______________________________