Confidentiality And Non-Disclosure Agreement
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1CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT
1.
PARTIES.
This Confidentiality and Non-Disclosure
such breach or to otherwise enforce the terms of this Agreement;
Agreement (“Agreement”) is entered into by Starbucks Corporation
and (d) pursue any other remedy available at law or in equity.
(together with its subsidiaries and affiliates) (d/b/a Starbucks
Failure to properly demand compliance or performance of any term
Coffee Company) ("STARBUCKS") and the undersigned entity
of this Agreement shall not constitute a waiver of STARBUCKS
("COMPANY"), each having the address set forth below.
rights hereunder.
COMPANY and STARBUCKS hereby agree as follows:
7.
RETURN OF CONFIDENTIAL INFORMATION. At any
2.
CONFIDENTIAL INFORMATION.
COMPANY and
time requested by STARBUCKS, COMPANY shall return or
STARBUCKS are evaluating or are engaged in a business
destroy all documents, samples or other materials embodying
relationship (the "Project(s)"), during which STARBUCKS may
Confidential Information, shall retain no copies thereof, and shall
disclose
to
COMPANY
certain
valuable
confidential
and
certify in writing that such destruction or return has been
proprietary information.
Any and all information disclosed by
accomplished.
STARBUCKS which by its nature is considered proprietary or
confidential, and which is disclosed to COMPANY in any manner,
8.
DISCLAIMER OF OTHER RELATIONSHIPS.
This
shall be considered confidential information regardless of whether
Agreement does not create a relationship of agency, partnership,
such information is specifically labeled as such ("Confidential
joint venture or license between the parties. This Agreement does
Information").
not obligate either party to purchase anything from or sell anything
to the other party, and each party acknowledges the other party
3.
AGREEMENT
TO
MAINTAIN
CONFIDENTIALITY.
may enter into (a) other similar activities and/or (b) business
COMPANY agrees to hold any Confidential Information disclosed
relationships
with
third
parties,
provided
no
Confidential
to it in confidence, agrees not to use or disclose such Confidential
Information is disclosed or used by COMPANY.
Information except in connection with the Project, and agrees to
limit the disclosure of Confidential Information to those employees,
9.
GOVERNING LAW. This Agreement shall be governed
agents or other third parties necessary for the Project who have
by and construed in accordance with the laws of the state of
agreed to be bound by the obligations herein. If COMPANY is
Washington, without reference to conflicts of law principles. The
required to disclose Confidential Information pursuant to a judicial
parties agree that all legal actions regarding this Agreement and
order or other compulsion of law, COMPANY shall (a) limit the
the subject matter hereof shall be brought in the federal or state
disclosure to only that information which is required to be disclosed
courts located in King County, Washington. The parties hereby
by such order or legal requirement, (b) provide to STARBUCKS
submit and consent to the jurisdiction of the federal and state
prompt notice of such order, and (c) reasonably assist
courts located in King County, Washington, for purposes of any
STARBUCKS in obtaining a protective order if requested by
legal action arising out of this Agreement.
STARBUCKS.
For purposes hereof, holding Confidential
Information in confidence shall include the maintenance of physical
10.
ENTIRE
AGREEMENT;
AMENDMENTS.
This
and data security measures in accordance with applicable law or
Agreement supersedes all previous agreements between the
regulation and of a nature and scope to prevent unauthorized
parties regarding the Confidential Information and cannot be
access to such Confidential Information.
canceled, assigned or modified without the prior written consent of
both parties.
4.
EXCEPTIONS TO CONFIDENTIAL INFORMATION.
Confidential Information shall not include any information which (a)
11.
AUTHORITY;
COUNTERPARTS.
The individuals
was publicly available at the time of disclosure; (b) became
executing this Agreement on behalf of each party are duly
available without breach of this Agreement by the COMPANY, its
authorized to bind such party. This Agreement may be executed
agents, employees, service providers, or representatives; (c) was
in duplicate counterparts (and the parties hereby adopt as original
in COMPANY’s possession prior to disclosure, as evidenced by
any facsimile or .pdf copy of an original signature), each of which
COMPANY’s written records, and was not the subject of an earlier
shall be deemed an original and both of which together shall
confidential relationship with STARBUCKS; (d) was rightfully
constitute but one and the same instrument.
acquired by COMPANY from a third party who was lawfully in
possession of the information and was under no obligation to
[NAME OF COMPANY]
STARBUCKS to maintain its confidentiality; or (e) is independently
developed
by
COMPANY
without
access
to
Confidential
Information.
Signature:
____________________________
Name:
____________________________
5.
EFFECTIVE DATE AND LENGTH OF OBLIGATION.
Title:
____________________________
This Agreement is effective as of the date of execution by
Address:
____________________________
COMPANY and may be terminated by either party at any time
____________________________
upon written notice.
COMPANY’S obligations with respect to
Date:
____________________________
Confidential Information that STARBUCKS has classified as
“secret” or “private” cannot be terminated and are perpetual.
STARBUCKS CORPORATION
COMPANY’s obligations under this Agreement with respect to all
other Confidential Information shall extend for five years from the
date of termination.
Signature:
____________________________
Name:
____________________________
6.
BREACH. If COMPANY breaches the term(s) of this
Title:
____________________________
Agreement, STARBUCKS shall have the right to (a) terminate this
Address:
2401 Utah Ave. South, Ste. 800
Agreement and/or demand the immediate return of all Confidential
Seattle, WA 98134
Information; (b) seek to recover its actual damages incurred
Date:
____________________________
because of such breach, including, without limitation, its attorneys
fees and costs of suit; (c) seek to obtain injunctive relief to prevent
Starbucks Standard Confidentiality and Non-Disclosure Agreement
Version 3.1
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