THIS AGREEMENT is made by the Buyer (as identified below) for the benefit of ValueCap, Inc. (“ValueCap”), the Seller (as identified in the Listing ID Number).
WHEREAS ValueCap and Seller each agree to furnish the Buyer certain confidential information (as set forth below) relating to the operation and affairs of the Seller for purposes of aiding the Buyer in its review of the Seller's business, with the intent of enabling the Buyer to review the Seller's marketability for a possible sale or merger.
NOW THEREFORE, the parties agree as follows:
divert business from the Seller by influencing or attempting to influence any such present customers of the Seller with whom the Buyer has contact.
10. Neither Seller nor ValueCap makes any representation or warranty with respect to any Confidential Information disclosed by it, nor shall either Party or any of their respective representatives have any liability hereunder with respect to the accuracy or completeness of any Confidential Information or the use thereof.
11. Any provision of this Agreement held or determined by a court (or other legal authority) of competent jurisdiction to be illegal, invalid, or unenforceable in any jurisdiction shall be deemed separate, distinct and independent, and shall be ineffective to the extent of such holding or determination without (i) invalidating the remaining provisions of this Agreement in that jurisdiction or (ii) affecting the legality, validity or enforceability of such provision in any other jurisdiction.
12. Any notice required or permitted to be given hereunder shall be (a) in writing, (b) effective on the first business day following the date of receipt, and (c) delivered by one of the following means: (i) by personal delivery; (ii) by prepaid, overnight package delivery or courier service; or (iii) by the United States Postal Service, first class, certified mail, return receipt requested, postage prepaid. All notices given under this Agreement shall be addressed to the addresses stated at the outset of this Agreement, or to new or additional addresses as the Parties may be advised in writing.
13. This Agreement is to be governed by and construed in accordance with the laws of the state of New York. No Party shall be deemed to waive any of its rights, powers or remedies hereunder unless such waiver is in writing and signed by said Party. This Agreement is binding upon and inure to the benefit of the Parties and their successor and assigns.
14. This Agreement constitutes the entire agreement and understanding of the Parties with respect to the subject matter hereof, and is intended as the Parties’ final expression and complete and exclusive statement of the terms thereof, superseding all prior or contemporaneous agreements, representations, promises and understandings, whether written or oral. Each Party is to be bound by any pre-printed terms appearing in the other Party’s form documents, tariffs, purchase orders, quotations, acknowledgments, invoices, or other instruments. This Agreement may be amended or modified only by an instrument in writing signed by each Party.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly
authorized officers on the day and year first above written.