WHEREAS, Company proposes to disclose to Paragon certain confidential and proprietary financial, business, and product information relating to Company business operations in connection with a valuation and possible sale of Company; and,
WHEREAS, Paragon desires to receive such confidential and proprietary information and agrees to keep such information confidential pursuant to the terms and conditions contained herein;
NOW THEREFORE, for and in consideration of the mutual covenants and agreements set forth in this Agreement, the parties hereto agree as follows:
1. Paragon and Company hereby undertake and agree to retain in confidence, and to require their respective subsidiaries, affiliates, officers, directors, shareholders, employees, consultants, professional representatives, agents and buyer clients to retain in confidence any and all information delivered from one party to the other party. All such information given and/or received by either party to the other shall be treated as "Confidential Information". Each party agrees not to use for its own benefit or disclose to others, or permit the use or disclosure of, any Confidential Information, except to potential buyers/investors in connection with the sale or valuation of Company under an executed confidentiality agreement. Any potential buyer shall be bound by a confidentiality agreement with Company, with regard to the confidentiality provisions as outlined herein, prior to receiving any confidential or proprietary information disclosed hereunder.
2. In the event that either party terminates discussions concerning the possible sale or valuation of Company and the retention of Paragon in connection with the possible sale of Company for any reason, each party shall forthwith deliver to the other party all documents obtained from the other party which embody Confidential Information. In the event Company retains Paragon in connection with a business market valuation or with the potential sale ofCompany, then in such event the parties hereto may retain copies of confidential information for their internal files without violating the confidentiality provisions herein.
3. Except for this Confidentiality Agreement, neither Company nor Paragon shall be committed in any way with respect to the matters to be discussed by them, unless and until an Advisory Agreement is executed between the parties hereto.
4. Company and Paragon hereby confirms to the other that any information disclosed to or by the other, or any discussions held between them, prior to the date hereof, shall be subject to the terms of this Confidentiality Agreement.
Company further warrants that the information provided herein is true, accurate and complete.