Account opening and non-disclosure agreement

Between the client company identified in the form below, represented by the named signatory,

And IRATI PRODUCTION, a French simplified joint-stock company (SAS) with a share capital of €4,000, whose registered office is at 305 rue de Flandres-Dunkerque, 49400 Saumur, France, registered with the Angers Trade and Companies Register under number 819 678 996, represented by Marylène Le Dizes, acting as President.

Hereinafter together referred to as “the parties”.

Background

In the course of a project for the formulation, manufacture, packaging and delivery of products, in particular food supplements, by IRATI PRODUCTION on behalf of the company named above, the parties will have access to information and documents concerning the other party and its products, the disclosure of which would harm their interests.

It is agreed as follows

All information and documents received directly or indirectly, of whatever nature, during the study of the project and during any manufacture, packaging and delivery of the products, are considered confidential and fall within the scope of this agreement. Product formulas exchanged between the parties are in particular considered confidential.

The parties undertake to keep all such information and documents strictly confidential and not to disclose them to any third party.

The parties undertake not to use them, directly or indirectly, for any purpose other than that for which they were provided, namely the study and possible manufacture, packaging and delivery of the products.

Confidential information and documents remain the full property of the party that disclosed them. They are communicated only to employees who need to know them, after being informed of their strictly confidential nature and having undertaken to respect such confidentiality.

The obligations of this agreement do not apply to information which:

• is in the public domain at the time of disclosure, or subsequently becomes so through no fault of the receiving party;
• is already known to the receiving party at the time of disclosure, as it can demonstrate by appropriate documents;
• is disclosed to the receiving party by a third party entitled to disclose it;
• is developed independently by staff of the receiving party who had no access to the confidential information;
• is disclosed with the prior written consent of the disclosing party.

Irati Production's know-how and formulas

IRATI PRODUCTION's standard formulas, as well as its processes, manufacturing methods, technical data and know-how, remain its exclusive property. This agreement grants the client no licence or right whatsoever over these items. Unless IRATI PRODUCTION gives its prior written consent, the client shall not reproduce them, have them analysed or reconstituted, or have them manufactured by a third party.

Formulas developed on a custom basis by IRATI PRODUCTION at the request and on behalf of the client belong to the client. The manufacturing processes and know-how used to produce them remain the property of IRATI PRODUCTION.

Non-circumvention

For the duration of their relationship and for two years after it ends, the client shall not contact, directly or through an intermediary, the suppliers of raw materials or packaging items introduced to it by IRATI PRODUCTION, with the aim of circumventing IRATI PRODUCTION.

General obligations

The parties undertake to take all appropriate precautions to preserve the security of the information, in particular to prevent it from being communicated to unauthorised persons or used fraudulently. Each party guarantees compliance with this agreement by its employees.

At the end of their relationship, the parties shall return the documents to the party that disclosed them, without keeping any copy.

Term and liability

A party may disclose confidential information where required to do so by law or by a court decision, limiting disclosure to what is required and informing the other party beforehand where possible.

This agreement comes into force on the date of its signature, for an indefinite term. Either party may terminate it with immediate effect in the event of a breach of professional secrecy or of its provisions. The confidentiality obligations remain in force for five years after the end of the relationship between the parties.

Any breach of this agreement renders the defaulting party liable and obliges it to compensate the other party for the full loss suffered.

The parties agree that this agreement may be signed electronically and that such signature has the same value as a handwritten signature.

This agreement is governed by French law. In the event of a dispute, and failing an amicable settlement, the competent courts within the jurisdiction of IRATI PRODUCTION's registered office shall have exclusive jurisdiction. This agreement is a translation of the French version; in the event of any discrepancy, the French version shall prevail.