HOMEPLACE GROUP INC.
VENDOR CONFIDENTIALITY AGREEMENT
WHEREAS, Vendor has
requested HOMEPLACE GROUP INC. or its subsidiary (“HOMEPLACE”) to grant
access to a HOMEPLACE GROUP INC. facility (“Facility”); and WHEREAS, in
connection with HOMEPLACE's agreement with Vendor to provide such access,
Vendor may be provided with, observe, or come into possession of certain
information which HOMEPLACE deems to be Confidential Information as
hereinafter defined: NOW, THEREFORE, in consideration of HOMEPLACE's
agreement with Vendor to provide access to the Facility, Vendor agrees to
the following:
1) CONFIDENTIAL INFORMATION
Confidential Information shall include, without limitation,
information not generally known or disclosed to the public relating to
HOMEPLACE's present, past or future products, manufacturing procedures,
processes, methods, equipment, compositions, raw materials, technology,
inventions, formulas, trade secrets, finances, information systems,
accounting, engineering, marketing, merchandising, personnel, research and
development programs, purchasing, sales methods, business records,
suppliers, contracts, costs of production and overhead, customer lists,
customer names and requirements, and any other confidential, technical,
business or market information or data, and including analyses,
compilations, forecasts, studies, or other documents prepared by HOMEPLACE
or its consultants and any and all documents prepared by Vendor which
contain, utilize and/or are based upon any such Confidential Information.
2) DISCLOSURE AND USE
Vendor shall not use, copy, reproduce or disclose Confidential
Information except as necessary for the purposes of carrying out any
business transaction contemplated by Vendor (and then only to appropriate
persons) with HOMEPLACE or as otherwise authorized by HOMEPLACE, and
Vendor shall not use, disclose or distribute Confidential Information in
any manner detrimental to HOMEPLACE or its customers or suppliers. Vendor
will treat the Confidential Information in the same manner as it treats
its own Confidential Information. Vendor will take precautions to ensure
that persons receiving Confidential Information are informed of and abide
by this Agreement. Without HOMEPLACE's written consent or unless otherwise
contemplated by this Agreement,
Vendor will not disclose the existence of or any other facts relating to
discussions or
negotiations between the parties.
3) TREATMENT OF INFORMATION
Immediately upon the request of HOMEPLACE, Vendor and any and all
authorized
persons in possession of tangible Confidential Information shall return
the same to HOMEPLACE, together with any and all copies thereof or, at
HOMEPLACE's option, destroy such copies. Any tangible Confidential
Information not so destroyed, returned and/or delivered will remain
subject to this Agreement.
4) INDEMNIFICATION AND HOLD HARMLESS
Vendor hereby releases and agrees to indemnify, defend, and hold
harmless HOMEPLACE, its officers, directors, employees and agents from and
against any losses, damages, claims, demands and causes of action
(including but not limited to reasonable attorneys' fees) for injury to or
death of persons or loss of or damage to property occurring by reason of
or arising out of or in connection with Vendor's access to the Facility
and/or Vendor's performance under or breach of this Agreement. In the
event HOMEPLACE brings an action to enforce this Agreement, HOMEPLACE
shall be entitled to
injunctive relief without having to show irreparable harm or that money
damages would
be inadequate.
