Vendor Non-Disclosure Agreement

This Non-Disclosure Agreement (the "Agreement") dated this day of , (the "Execution Date"),

Between:

Perfect Parties Tents & Events of 1717 S. Walnut Street, Bloomington, IN 47401 (the "Information Provider") of the first part

- and -

of (the "Information Receiver") of the second part

Background:

1. The Information provider and the Information Receiver desire to enter into a confidentiality agreement with regard to: Perfect Parties Tents & Events 2023 Bloomington Bridal Show Brides List (the "Permitted Purpose").
2. In connection with the Permitted Purpose, the Information Receiver will receive certain confidential information (the "Confidential Information").

Confidential Information

1. All written and oral information and materials disclosed or provided by the Information Provider to the Information Receiver under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the Information Receiver.
2. "Confidential Information" means all data and information relating to the Information Provider, including but not limited to, the following:
   • "Intellectual Property" Which includes information relating to the Information Provider's proprietary rights prior to any public disclosure of such information, including but not limited to the nature of the proprietary rights, production data, technical and engineering data, technical concepts, test data and test results, simulation results, the status and details of research and development of products and services, and information regarding acquiring, protecting, enforcing and licensing proprietary rights (including patents, copyrights and trade secrets); and
   • Confidential Information will also include any information that has been disclosed by a third party to the Information Provider and is protected by a non—disclosure agreement entered into between the third party and the Information Provider.
3. Confidential Information will not include the following information:
   • Information that is generally known in the industry of the Information Provider;
   • Information that is now or subsequently becomes generally available to the public through no wrongful act of the Information Receiver;
   • Information that the Information Receiver rightfully had in its possession prior to the disclosure to the Information Receiver by the Information Provider;
   • Information that is independently created by the Information Receiver without direct or indirect use of the Confidential Information; or
   • Information that the Information Receiver rightfully obtains from a third party who has the right to transfer or disclose it.
   Obligations of Non-Disclosure
4. Except as otherwise provided in this Agreement, the Information Receiver must not disclose the Confidential Information.
5. Except as otherwise provided in this Agreement, the Confidential Information will remain the exclusive property of the Information Provider and will only be used by the Information Receiver for the Permitted Purpose. The Information Receiver will not use the Confidential Information for any purpose that might be directly or indirectly detrimental to the Information Provider or any of its fellow Bloomington Bridal Show participants.
6. The obligations to ensure and prevent the disclosure of the Confidential Information imposed on the Information Receiver in this Agreement and any obligations to provide notice under this Agreement will survive the expiration or termination, as the case may be, of this Agreement and will continue for a period of two (2) years from the date of such expiration or termination.
7. The Information Receiver may disclose any of the Confidential Information:
   • to such of its employees, agents, representatives and advisers that have a need to know for the Permitted Purpose provided that:
     • the Information Receiver has informed such personnel of the confidential nature of the Confidential Information;
     • such personnel agree to be legally bound to the same burdens of non-disclosure and non-use as the Information Receiver;
     • the Information Receiver agrees to take all necessary steps to ensure that the terms of this Agreement are not violated by such personnel; and
     • the Information Receiver agrees to be responsible for and indemnify the Information Provider for any breach of this Agreement by its personnel.
   • to a third party where the Information Provider has consented in writing to such disclosure; and
   • to the extent required by law or by the request or requirement of any judicial, legislative, administrative or other governmental body.
8. The Information Receiver agrees to retain all Confidential Information at its usual place of business and to store all Confidential Information separate from other information and documents held in the same location. Further, the Cofidential Information is not to be used, reproduced, transformed, or stored on a computer or device that is accessible to persons to whom disclosure may not be made, as set out in this Agreement.. Ownership and Title
9. Nothing contained in this Agreement will grant to or create in the Information Receiver, either expressly or impliedly, any right, title, interest or license in or to the intellectual property of the Information Provider. Remedies
10. The Information Receiver agrees and acknowledges that the Confidential Information is of a proprietary and confidential nature and that any disclosure of the Confidential Information to a third party in breach of this Agreement cannot be reasonably or adequately compensated for in money damages and would cause irreparable injury to the Information Provider. Accordingly, the Information Receiver agrees that the Information Provider is entitled to, in addition to all other rights and remedies available to it at law or in equity, an injunction restraining the Information Receiver, any of its personnel, and any agents of the Information Receiver, from directly or indirectly committing or engaging in any act restricted by this Agreement in relation to the Confidential Information. Return of Confidential information
11. The Information Receiver will keep track of all Confidential Information provided to it and the location of such information. The Information Provider may at any time request the return of all Cofidential Information from the Information Receiver. Upon the request of the Information Provider, or in the event that the Information Receiver ceases to require use of the Confidential Information, or upon the expiration or termination of this Agreement, the Information Receiver will:
    • return all Confidential Information to the Information Provider and will not retain any copies of this information;
    • destroy or have destroyed all memoranda, notes, reports and other works based on or derived from the Information Receiver's review of the confidential information; and
    • provide a certificate to the Information Provider that such materials have been destroyed or returned, as the case may be.
    Notices
12. In the event that the Information Receiver is required in a civil, criminal or regulatory proceeding to disclose any part of the Confidential Information, the Information Receiver will give to the Information Provider prompt written notice of such request so the Information Provider may seek an appropriate remedy or alternatively to waive the Information Receiver's compliance with the provisions of this Agreement in regards to the request.
13. If the Information Receiver loses or makes unauthorized disclosure of any of the Confidential Information, the Information Receiver will immediately notify the Information Provider and take all reasonable steps necessary to retrieve the lost or improperly disclosed Confidential Information.
14. Any notices or delivery required in this Agreement will be deemed completed when hand-delivered, delivered by agent, or seven (7) days after being placed in the post, postage prepaid, to the parties at the addresses contained in this Agreement or as the parties may later designate in writing.
15. The address for any notice to be delivered to any of the parties to this Agreement is as follows:
    • Perfect parties Tents & Events: 1717 S. Walnut Street, Bloomington, IN 47401
    • :
    Representations
16. In providing the Confidential Information, the Information Provider makes no representations, either expressly or impliedly as to its adequacy, sufficiency, completeness, correctness or its lack of defect of any kind, including any patent or trademark infringement that may result from the use of such information. Termination
17. Either party may terminate this Agreement by providing written notice to the other party. Except as otherwise provided in this Agreement, all rights and obligations under this Agreement will terminate at that time. Assignment
18. Except where a party has changed its corporate name or mergred with another corporation, this Agreement may not be assigned or otherwise transferred by either party in whole or part without the prior written consent of the other party to this Agreement. Amendments
19. This Agreement may only be amended or modified by a written instrument executed by both the Information Provider and the Information Receiver. Governing Law
20. This Agreement will be construed in accordance with and governed by the laws of the State of Indiana. General Provisions
21. Time is of the essence in this Agreement.
22. This Agreement may be executed in counterparts.
23. Headings are inserted for the convenience of the parties only and are not to be considered when interpreting this Agreement. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.
24. The clauses, paragraphs, and subparagraphs contained in this Agreement are intended to be read and construed independently of each other. If any part of this Agreement is held to be invalid, this invalidity will not affect the operation of any other part of this Agreement.
25. The Information Receiver is liable for all costs, expenses and expenditures including, and without limitation, the complete legal costs incurred by the Information Provider in enforcing this Agreement as a result of any default of this Agreement by the Information Receiver.
26. The Information Provider and the Information Receiver acknowledge that this Agreement is reasonable, valid and enforceable. However, if a court of competent jurisdiction finds any of the provisions of this Agreement to be too broad to be enforceable, it is intention of the Information Provider and the Information Receiver that such provisions be reduced in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable, bearing in mind that it is the intention of the Information Receiver to give the Information Provider the broadest possible protection against disclosure of the Confidential Information.
27. No failure or delay by the Information Provider in exercising any power, right or privilege provided in this Agreement will operate as a waiver, nor will any single or partial exercise of such rights, powers or privileges preclude any further exercise of them or the exercise of any other right, power or privilege provided in this Agreement.
28. This Agreement will inure to the benefit of and be binding upon the respective heirs, executors, administrators, successors and assigns, as the case may be, of the Information Provider and the Information Receiver.
29. This Agreement constitutes the entire agreement between the parties and there are no further items or provisions, either oral or otherwise.

In witness whereof Perfect Parties Tents & Events and have duly affixed their signatures on this day of , .