LEAF TEA BIZ: Shangers TEAm

Shangers TEAm

Between:

TEA CONNEXIONS A TRADE NAME OWNED BY CONNEXIONS TRADING INTERNATIONAL INCORPORATED (CTI-TC)

AND:

THE RECEIVING PARTY

RECITALS:

A. WHEREAS CTI-TC has developed or possesses technical, operational, financial or business information which it deems to be proprietary.
B. AND WHEREAS the parties hereto agree that in order to facilitate discussions between them, it is necessary for CTI-TC to disclose to the Receiving Party certain information on a confidential basis.

NOW THEREFORE in consideration of the mutual promises given in this Agreement, and the disclosure of the Proprietary Information to the Receiving Party, the Parties agree as follows:

ARTICLE ONE
DEFINITIONS

Where used in this Agreement, the following terms have the following meanings:
  a) "Person" means an individual, partnership, co-tenancy, corporation, trust, unincorporated organization, union, government body, the heirs, executors, administrators, or other legal entity capable of entering into contractual relationships;
  b) "Receiving Party" means the individual who originally filled in the form on http://www.leafteabiz.com requesting further information and/or phoned Tea Connexions and requested more information.  
  c) "Information" shall mean all contents of the password protected area, that the Receiving Party was issued a confidential username and password to;
  d) "Proprietary Information" shall mean the product produced by CTI-TC, its nature and the underlying concept, and all information related thereto.  Without limiting the generality of the foregoing, the following information shall be considered to be Proprietary Information;
     i) Information as to the product and the concepts;
     ii) Wholesale, Distributor, and Re-seller pricing of all products;
     iii) Information about the manner in which the product and concept are to be promoted and marketed;
     iv) Information about the matter in which the product and concept shall be brought to the ultimate customer; 
     v) Information about the manner in which the parties involved in the production and marketing of the concept, including the Distributor and CTI-TC, are to be compensated; and
     vi) All materials relating to the marketing concept and plan of CTI-TC, including booklets, brochures, manuals, order forms and other such materials.

ARTICLE TWO
CONFIDENTIALITY

PROPRIETARY INFORMATION OF CTI-TC SHALL BE TREATED AS CONFIDENTIAL BY THE RECEIVING PARTY. THE RECEIVING PARTY AGREES THAT IT WILL NOT DISTRIBUTE, DISCLOSE OR DISSEMINATE IN ANY WAY, TO ANY PERSON SUCH PROPRIETARY INFORMATION UNLESS AND UNTIL SUCH TIME AS CTI-TC AUTHORIZES IN WRITING THE DISCLOSURE OF THE PROPRIETARY INFORMATION BY THE RECEIVING PARTY.

THE RECEIVING PARTY FURTHER AGREES TO TAKE FULL RESPONSIBILITY TO ENSURE THE MAINTENANCE OF THE CONFIDENTIALITY OF THE PROPRIETARY INFORMATION.

THE RECEIVING PARTY FURTHER AGREES TO NOT PROVIDE THE CONFIDENTIAL USERNAME AND PASSWORD PROVIDED TO ACCESS THE INFORMATION TO ANY PERSON WITHOUT THE WRITTEN CONSENT OF AN AUTHORIZED OFFICER OF CTI-TC.

THE RECEIVING PARTY FURTHER AGREES THAT ALL INFORMATION IS COPYRIGHTED BY THE CTI-TC.  ANY AND ALL FORMS OF REPRODUCTION, INCLUDING, BUT NOT LIMITED TO, GRAPHIC, MECHANICAL, ELECTRONIC, FACSIMILE, PHOTOCOPY OR ANY OTHER TANGIBLE OR INTANGIBLE FORM ARE STRICTLY FORBIDDEN.

ARTICLE THREE
NON-COMPETITION

The Receiving Party agrees and acknowledges that CTI-TC has invested significant money and resources in developing the Proprietary Information which has been shared with the Receiving Party.  The Receiving Party agrees and acknowledges that except as otherwise approved in advance in writing by CTI-TC, the Receiving Party shall not, either directly or indirectly, for itself, or through, on behalf of, or in conjunction with any person, partnership or corporation:
  a) Do or perform, directly or indirectly, any act injurious or prejudicial to CTI-TC's business, including without limitation the good will associated with the Product;
  b) Employ or seek to employ any person who is at that time employed by CTI-TC or by any distributor engaged by CTI-TC, or otherwise directly or indirectly induce any person to leave his or her employment with CTI-TC or any such distributor;
  c) Own, maintain, engage in or have a controlling interest in any business which franchises, licenses or grants dealerships to others to market or sell a product similar to that of CTI-TC.

ARTICLE FOUR
EXPIRY OF NON-DISCLOSURE AND NON-COMPETITION OBLIGATIONS

The obligations of non-disclosure and non-competition set out in this article shall expire 5 years from the date of its execution.

ARTICLE FIVE
REMEDIES

Without limiting the remedies available to CTI-TC, the Receiving Party agrees that:
  a) The violation of the terms of this contract, and without limiting the generality of the foregoing, the violation of the provisions of this Article and any other terms of this Agreement, which relate to the Proprietary Information, will result in irreparable harm to CTI-TC and that CTI-TC cannot be adequately compensated for such damages by monetary award.  Accordingly, in the case of any such breach, CTI-TC shall be entitled to bring application before a court of competent jurisdiction for such relief by way of restraining order, injunction, decree or otherwise as may be appropriate to ensure compliance by the Receiving Party with the terms of this Agreement.
  b) All restrictions contained in this Agreement, and without limiting the generality of the foregoing, all restrictions contained in this Article and all restrictions relating to the Proprietary Information, are necessary to the protection of CTI-TC's business and are reasonable and valid.  Accordingly, the Receiving Party waives all defenses to the strict enforcement of CTI-TC's rights and remedies.

The Receiving Party further agrees that upon demand by CTI-TC, the Receiving Party will return to CTI-TC all Proprietary Information in its possession.

ARTICLE SIX
GENERAL PROVISIONS

Section 6.1   Severability

Each of the covenants, provisions, articles, sections, and other subdivisions hereof is severable from every other covenant, provision, article, section and subdivision; and the invalidity or unenforceability of any one or more covenants, provisions, articles, sections or subdivisions of the Agreement shall not affect the validity or enforceability of the remaining covenants, provisions, articles, sections and subdivisions hereof.

Section 6.2   Enurement of Benefit

This agreement shall enure to the benefit of and be binding upon the respective heirs, executors, administrators, successors and permitted assigns of the Parties.

Section 6.3   Waiver

No consent or waiver expressed or implied by either Party in respect of any breach or default by the other in the performance by such other of its obligations under this Agreement shall be deemed or construed to be a consent to or waiver of any other breach or default.

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