Information will be shared which we may consider to be confidential. To participate in the "Bluefin/Bandai Namco Collectibles Fall Update", we therefore require your acceptance to an agreement between you and Bluefin (the "Agreement). Please read the Agreement carefully.
This Product Non-Disclosure Agreement (the "Agreement") is entered into by and between you (the "Receiving Party" and Bandai Namco Collectibles LLC, dba: Bluefin ("Bluefin"), collectively the "Parties." The Agreement is effective upon RSVP by the Receiving Party. The Parties agree to enter into a confidential relationship with respect to preventing the unauthorized disclosure of certain proprietary and confidential information (the "Confidential Information"), as defined below.
- Product Review
Bluefin is in the business of selling and distributing toy collectibles, hobby model kits and other pop culture products to retailers in the north American market. In many cases, such items are offerings for new product (collectively referred to herein as "Product"). Receiving Party is in the retail sales business and may wish to purchase the Product for resell. The Receiving Party requires Product information in advance of the official solicitation date of the Product to perform review in sufficiency to make purchasing decision by the last day of the solicitation period. Product information prior to official solicitation period is considered confidential Information.
- Definition of Confidential Information
For purposes of this Agreement, "Confidential Information" shall include all information or material related to the Product prior to the official solicitation date. This includes but is not limited to information or data relating to Product features, dimensions, weight, pricing and other product features. If the Confidential Information is in written form, the Bluefin shall label or stamp the materials with the word "Confidential" or some similar warning.
- Obligations of Receiving Party
The Receiving Party shall hold and maintain the Confidential Information of the other party in strictest confidence for the sole and exclusive benefit of the Bluefin. The Receiving Party shall carefully restrict access to any such Confidential Information to persons bound by this Agreement, only on a need-to-know basis. The Receiving Party shall not, without prior written approval of the Bluefin, use for the Receiving Party's own benefit, publish, copy, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of the Bluefin, any of the Confidential Information. The Receiving Party shall return to Bluefin any and all records, notes, and other written, printed, or tangible materials in its possession pertaining to the Confidential Information immediately on the written request of Bluefin.
- Exclusions From Confidential Information
Receiving Party's obligations under this Agreement shall not extend to information that is (a) publicly known at the time of disclosure under this Agreement or subsequently becomes publicly known through no fault of the Receiving Party; (b) discovered or created by the Receiving Party prior to the time of disclosure by Bluefin; or (c) otherwise learned by the Receiving Party through legitimate means other than from the Bluefin or anyone connected with the Bluefin.
This Agreement and Receiving Party's duty to hold Confidential Information in confidence shall remain in effect until the official solicitation date or until whichever of the following occurs first: (a) Bluefin sends Receiving Party written notice releasing it from this Agreement, or (b) Confidential Information disclosed under this Agreement ceases to be confidential.
- General Provisions
(a) Severability. If a court finds any provision of this Agreement invalid or unenforceable, the remainder of this Agreement shall be interpreted so as best to effect the intent of the parties.
(b) Integration. This Agreement expresses the complete understanding of the Parties with respect to the subject matter and supersedes all prior proposals, agreements, representations and understandings. This Agreement may not be amended except in a writing signed by both parties.
(c) Waiver. The failure to exercise any right provided in this Agreement shall not be a waiver of prior or subsequent rights.
(d) Injunctive Relief. Any misappropriation of Confidential Information in violation of this Agreement may cause Bluefin irreparable harm, the amount of which may be difficult to ascertain, and therefore Receiving Party agrees that Bluefin shall have the right to apply to a court of competent jurisdiction for an order enjoining any such further misappropriation and for such other relief as Bluefin deems appropriate. This right of Bluefin is to be in addition to the remedies otherwise available to Bluefin.
(e) Attorney Fees and Expenses. In a dispute arising out of or related to this Agreement, the prevailing party shall have the right to collect from the other party its reasonable attorney fees and costs and necessary expenditures.
(f) Governing Law. This Agreement shall be governed in accordance with the laws of the State of California.
(g) Jurisdiction. The Parties consent to the exclusive jurisdiction and venue of the federal and state courts located in Orange County, California in any action arising out of or relating to this Agreement. The Parties waive any other venue to which either party might be entitled by domicile or otherwise.
(h) Successors & Assigns. This Agreement shall bind each party's heirs, successors and assigns. Receiving Party may not assign or transfer its rights or obligations under this Agreement without the prior written consent of Bluefin. However, no consent is required for an assignment or transfer that occurs: (a) to an entity in which Receiving Party owns more than fifty percent of the assets; or (b) as part of a transfer of all or substantially all of the assets of Receiving Party to any party. Any assignment or transfer in violation of this section shall be void.