|
410)
<br /> fully with BrightView in determining the scope of such legally compelled disclosure.
<br /> 3. The obligations under this Agreement shall survive the expiration or termination of this
<br /> Agreement, and such expiration or termination of this Agreement shall not release Company from any obligation of
<br /> confidentiality or nonuse which may arise from applicable law.
<br /> 4. Company agrees that it shall not independently pursue any of the business opportunities,
<br /> properties,services,operations,plans and strategies which are derived from the Confidential Information in
<br /> competition with BrightView or for any other purpose without the prior written consent of BrightView,unless the
<br /> Parties otherwise agree in writing.
<br /> 5. Company agrees that it shall not disclose to any third party the subject matter of this Agreement,
<br /> including the fact Confidential Information has been provided to it or that negotiations or discussions are taking
<br /> place between the Parties.
<br /> 6. Company shall,upon request, destroy or return to BrightView any and all documented
<br /> Confidential Information provided by BrightView, including written summaries of such Confidential Information
<br /> created by Company.
<br /> 7. No right or license, either express or implied,with respect to the Confidential Information of
<br /> BrightView is granted hereunder to Company. Neither this Agreement nor any disclosure of Confidential
<br /> Information by BrightView hereunder shall result in any obligation on the part of either Party to enter into any future
<br /> agreement relating to such Confidential Information or to undertake any obligation not set forth in a written
<br /> agreement signed by the Parties hereto.
<br /> 8. Company acknowledges that all Confidential Information of BrightView is considered to be
<br /> proprietary and of competitive value and, in many instances, trade secrets. Company agrees that because of the
<br /> ® unique nature of the Confidential Information any breach of this Agreement would cause BrightView irreparable
<br /> harm and money damages and other remedies available at law in the event of a breach would not be adequate to
<br /> compensate BrightView for any such breach. Accordingly, BrightView shall be entitled,without the requirement of
<br /> posting a bond or other security,to equitable relief, including,without limitation, injunctive relief as a remedy for
<br /> any such breach. Such relief shall be in addition to,and not in lieu of,all other remedies available at law or in
<br /> equity.
<br /> 9. Company shall defend, indemnify and hold harmless BrightView for any and all losses, liabilities,
<br /> obligations,damages,penalties,judgments, suits,costs, expenses or disbursements of any kind(including, without
<br /> limitation,attorneys' fees and expenses)arising out of,or incurred by BrightView or its affiliated companies as the
<br /> result of a material violation,breach or non-performance of any of the terms of this Agreement.
<br /> 10. Each Party represents and warrants to the other Party hereto that it has the right to enter into this
<br /> Agreement,and that it is not a Party to any other agreement or under any obligation to any third Party that would
<br /> prevent it from entering into this Agreement.
<br /> 11. This Agreement contains all the representations and agreements between the Parties relating to the
<br /> Confidential Information,and any representation,promise or condition concerning the same which is not contained
<br /> herein or in a superseding written agreement referring to this Agreement shall not be binding on either Party hereto. •
<br /> 12. All Confidential Information is provided"as is."BrightView makes no warranties,express or
<br /> implied or otherwise,regarding its accuracy,completeness or performance.
<br /> 13. This Agreement,and the rights and obligations thereunder, shall inure to the benefits of, and shall
<br /> be binding upon,the Parties hereto and their respective legal successors and permissible assigns;provided,that
<br /> neither Party may transfer or assign any or all of its rights or obligations hereunder without prior written consent of
<br /> the other Party.
<br /> 411 14. No change or modification of this Agreement shall be valid unless the same is in writing and
<br /> •
<br /> Bright View Non-Mutual NDA(BV-1,03142016) 2
<br />
|