This Agreement is entered into by Top Lids LLC (“Top Lids”) and PARTNER COMPANY NAME (“Client” or You) in order to transact on the basis of Top Lids selling the Client it’s aquarium lids and related products at a discount, and the Client reselling those same lids and related products to their end customers (“Customers”) at full retail price.
1. Confidential Material.
Client (you) shall treat, as confidential and proprietary, any and all information provided concerning Top Lids’ markets, products, product specifications, designs, documentation, technical data, trade secrets, know how, contracts, product and material specific knowledge collectively referred to as “Confidential Material.” The term “Confidential Material” does not include information which: (a) was or becomes generally available to or known by the public (other than as a result of a disclosure directly or indirectly by Client; (b) was available to Client on a non-confidential basis prior to disclosure by Top Lids; or (c) becomes available to Client on a non-confidential basis from a person who is not bound by a confidentiality agreement with Top Lids, or is not otherwise prohibited from transmitting the information to Client.
2. Use of Confidential Material.
Client agrees that the Confidential Material is confidential and proprietary to Top Lids and agrees to receive and hold all such information acquired in strict confidence, with at least the same degree of care as it uses for protection of its own confidential information, but under no circumstances, anything less than reasonable care. Client agrees not to use the Confidential Information other than for the purpose of the potential purchase from Top Lids and resale to End Clients at the pricing specified by Top Lids, i.e. the Permitted Purpose, and agrees to disclose it only to those employees, officers and/or directors who are informed of the terms and conditions of this Non Disclosure Agreement, agree to be bound by its terms and have a specific need to know. Without affecting the generality of the foregoing, Client agrees that it will not disclose any such Confidential Material to any third party or use same for its own benefit or for the benefit of any third party.
Terms and Conditions for Consent at Purchase
Upon placing an order through Top Lids, each Client of ours agrees to the Terms above and also agrees to follow them in good faith on both the side of the Client and Top Lids. If the above Terms are not followed, any promises or guarantees made by Top Lids to the Client are voided.