This Confidential Information Non-Disclosure Agreement is accepted and effective immediately upon request by the Requesting Party for access to Lab to Beauty’s Confidential Profile Password by and between Advantage Brands and the Requesting Party and all of their affiliates.

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The Requesting Party desires to inspect, evaluate, and/or utilize the Confidential Information presented in the Lab to Beauty Confidential Profile provided by Advantage Brands for the possible acquisition of Lab to Beauty.  The Requesting Party acknowledges and agrees that Advantage Brands and Lab to Beauty [Disclosing Parties] have a legitimate business interest in protecting their Confidential Information, and therefore, the Requesting Party, intending to be legally bound, hereby agree as follows:

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1.  Confidential Information
Requesting Party acknowledges that the Disclosing Parties have developed and own certain confidential information which has significant value to Lab to beauty’s business and brand.  For purposes of this Agreement, “Confidential Information” means any and all technical and non-technical information which is not generally known in the relevant industry or trade that is presented in the Advantage Brands Profile.  
 

2.  Term
Requesting Party’s obligations hereunder will continue in full force and effect with respect to all Confidential Information for one year.
 

3.  Disclosure to Representatives
The Requesting Party shall not disclose any Confidential Information of the Disclosing Parties to any person except to its employees, officers, directors, agents, affiliates, potential lending sources, auditors, advisors, or consultants (“Representatives”) who require access to the Confidential Information to evaluate a potential transaction between the parties, who are informed by the Requesting Party of the obligations imposed by this Agreement, and who agree to be bound by the terms of this agreement.
 

4.  Independently Available Information
The Requesting Party shall not have any obligation with respect to any portion of such Confidential Information which: (i) is already known to the Requesting Party or is publicly available at the time of disclosure; (ii) becomes publicly available after disclosure through no act of the Requesting Party; or (iii) is disclosed pursuant to an order of a court or other governmental authority, provided that the Requesting Party will notify the Disclosing Parties promptly in writing of such order.
 

5.  Ownership
The Disclosing Parties have, and shall retain, exclusive ownership, right, title, and interest in and to all of their Confidential Information that is disclosed to the Requesting Party, and the Requesting Party shall have no right or title to, or interest in any of the Confidential Information of the Disclosing Parties.  The parties acknowledge the restrictions contained in this Agreement are reasonable and necessary to protect the business interests of each party.
 

6.  Non-Solicitation of Advantage Brands Suppliers or Personnel
For 12 months from the date hereof, Requesting Party will not solicit any person employed by Advantage Brands or any supplier to Lab to Beauty who became known to the Requesting Party in connection with the proposed transaction.  
 

7.  No Commitment
It is understood that this Agreement does not obligate either of the Parties to enter into further business discussions.  Each Party acknowledges that Confidential Information provided by the Disclosing Parties does not, and is not intended to represent a commitment to enter into a business relationship with the Requesting Party.
 

8.  No License
This Agreement does not obligate either party to disclose information to, or make any other agreement with, the other party, nor does it grant any rights by license or otherwise in any software or other technology or intellectual property rights of either party.
 

9.  Governing Law
This Agreement is the entire agreement of the parties with respect to the subject matter hereof and may not be modified except by a signed writing. This Agreement shall be governed by the internal laws of the State of New York and not the principles of conflicts of law thereof.

 

 

The Disclosing Parties have authorized this Agreement upon Requesting Parties receipt, acknowledgment, and activation of Lab to Beauty’s Confidential Profile Password.

 

Katherine Ragusa, President

Advantage Brands LLC

 

March 1, 2020