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CONFIDENTIALITY SITE AGREEMENT

THIS AGREEMENT commences upon entrance to gamecamswingarm.com, by and between each visitor (hereinafter referred to as the “Retailer”), and Eagle SP, a Wisconsin limited liability company (hereinafter referred to as the “Owner”).

WHEREAS, the Retailer has solicited the Owner to sell and distribute the Owner's “Game Cam Swing Arm” (“Product”), in which the Owner has invested a substantial amount of time, labor, skill, and money, in the Retailer's stores and retail outlets; and

WHEREAS, the Retailer acknowledges that the Owner's Product has been developed through the exclusive efforts of Owner and that it is imperative to Owner that information concerning the Product remain confidential and the sole property of the Owner; and

WHEREAS , the parties agree to enter into this Confidentiality Agreement to protect the Owner's property interests in its Product, and the Retailer acknowledges that this Agreement is necessary to protect the Owner's interests.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein and other valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows:

  1. The Owner will provide a sample of the Product to the Retailer for examination and/or testing, which shall be immediately returned, completely intact, to the Owner upon completion of such examination and testing. The Retailer shall not disassemble the sample without the prior written consent of the Owner. The Retailer agrees that this Agreement is not intended to transfer ownership of the sample of the Product, the Product, or the Product specifications and design to the Retailer. The Retailer further agrees that the sample of the Product, and all design specifications for the Product and all relevant patent numbers, are the sole and exclusive property of the Owner, and the sample of the Product shall be delivered to the Retailer solely for the purposes of examination and testing by the Retailer to determine whether the Retailer is interested in marketing and selling the Product to the general public. In the event that the Retailer is satisfied with the Product, the Retailer and the Owner agree to negotiate in good faith for an agreement whereby the Retailer shall offer the Product for sale in its retail stores and outlets, incorporating the terms of this Confidentiality Agreement, and on other terms that are mutually agreeable to the parties.
  2. The Retailer shall not at any time disclose any Confidential Information to anyone other than to employees of the Owner, and to Retailer's directors, officers, and employees who need to know such information for the purposes of this Agreement. The Retailer may disclose Confidential Information to any person engaged to render services or provide materials or supplies to the Owner only upon the Owner's prior written consent in such cases where disclosure is reasonably required in the ordinary course of the Owner's business or as otherwise required by law. Upon such written consent by Owner, no Confidential Information shall be released or disclosed until the third party agrees to be bound by this agreement. THE RETAILER HEREBY AGREES THAT THE PROVISIONS OF THIS ARTICLE SHALL NOT BE CONSTRUED TO CONSTITUTE: (A) A WAIVER BY THE OWNER OF ANY OF ITS RIGHT IN OR TO PROTECT SPECIFIC ITEMS OF THE OWNER'S PROPRIETARY INFORMATION WHICH CONSTITUTE TRADE SECRETS, OR (B) A RELEASE OF OR A LIMIT ON THE RETAILER'S LEGAL OBLIGATION NOT TO DISCLOSE OR MISAPPROPRIATE ANY SUCH TRADE SECRETS OF THE OWNER, OR TRADE SECRETS OF OTHERS.

“Confidential Information” shall mean and include:

•  Formulas, test results, manufacturing specifications, production and all other technical information related to the design, manufacturing or formulation of the Product;

•  All information concerning Products under development by or being tested by the Owner but not yet offered for sale;

•  All information regarding the pricing of Owner's Products, the prices charged by the Owner to its customers, the volume of orders of such customers and all other information concerning the transactions of the Owner with its customers or its proposed customers;

•  All information regarding the marketing strategy of the Owner;

•  All financial records and information regarding the Owner;

•  All information concerning the salaries or wages, work records and other personnel information relating to the employees, whether past, present or future, of the Owner;

•  Any information determined by the Owner to be confidential and proprietary and which is identified as such prior to or at the time of its disclosure to the Retailer.

Notwithstanding the foregoing, no information shall be considered to be Confidential Information, and the obligation of nondisclosure set forth in this Agreement shall not apply to, any information:

•  That is or becomes publicly known through no fault of the Retailer:

•  The retailer receives from a third party without violation by such source of any obligation to the Owner; or

•  The Retailer is legally compelled to disclose, provided the Retailer will exercise its best efforts to obtain an order or other reliable assurance that confidential treatment will be accorded to the disclosed Confidential Information. The Retailer acknowledges that the confidentiality obligations set forth herein are not limited in duration or to the term of the parties' relationship but extend for a period of five (5) years following any termination of the parties' relationship.

  1. The Retailer agrees that it will institute and maintain confidentiality compliance measures within the operation of its business to insure compliance with the intent of this Agreement. These measures will safeguard the confidentiality of Confidential Information and trade secrets provided by the Owner to the Retailer and will apply to all present and future officers, directors, and employees of the Retailer who have had access to Confidential Information.
  2. Upon completion of its evaluation and testing under this Agreement, the Retailer agrees to return to the Owner all plans, drawings, schematics, formulas or designs regarding the Product, or other designs of products developed by the Owner, as well as any other documentation, schematics, computer discs, cd's, or reproductions in any form containing any Confidential Information.
  3. The Retailer agrees that it will not use any Confidential Information, or any other information obtained through its access to and evaluation of the sample of the Product, to manufacture products or to improve any existing products presently manufactured, fabricated, distributed or sold by the Retailer or any of its affiliates.
  4. This Agreement shall be construed in accordance with the laws of the State of Wisconsin , without regard to conflict of laws principles, and the Retailer agrees that the jurisdiction for all disputes concerning this Agreement shall be the Circuit Court of Brown County, Wisconsin. The Retailer agrees to submit itself to the personal jurisdiction of that Court. In addition to all other legal remedies available to the Owner for the enforcement of the covenants of this Agreement, the Retailer agrees that the Owner shall be entitled to an immediate injunction by any Court of competent jurisdiction to prevent or restrain any breach of this Agreement. The Retailer further agrees that if any of the covenants set forth herein shall at any time be adjudged invalid or unenforceable to any extent by any Court of competent jurisdiction, such covenants shall be deemed modified to the extent necessary to render them enforceable, thereby giving the Owner the relief contemplated herein.
  5. The undersigned representative of the Retailer represents and warrants to the Owner that he/she is authorized to execute this Agreement on behalf of the Retailer, and to bind the Retailer to its terms.

Signed
OWNER:
EAGLE SP
Doug DeWitt, Member


© 2007 Eagle SP. All Rights Reserved. Site Agreement. Designed by: Ferreyra Style