Confidentiality Agreement
(Please read through and fill out online form at
end of agreement to accept the terms)
Confidentiality
Agreement with Land O'Lakes, Inc. and its assignee, Northwest
Food Products Transportation, L.L.C.
Dear: Coop
Manager
Land O' Lakes,
Inc. and______________________(hereinafter "Local Cooperative")
have been and will continue to be engaging in ongoing discussions
concerning the acquisition of certain equipment. During the course
of these discussions, it may become necessary for Land O' Lakes,
Inc. to divulge and share certain information and Documentation,
which it deems confidential. Pursuant to the term's set forth
below, Local Cooperative agrees to keep such information and documentation
confidential. Please sign both originals of this letter to indicate
Local Cooperative's agreement with these terms, keep one for your
file, and return the other one to me. Thank you.
A. Definition
of Confidential Information
All information, including without limitation, information relating
to procurement and costs of equipment and all other related information
pertaining to the purchase or lease of equipment provided by Land
O'Lakes, Inc. to Local Cooperative, whether disclosed verbally,
in writing or otherwise, shall be considered confidential information.
B. Obligation
of Secrecy
Local Cooperative agrees to restrict disclosure of such confidential
information to such of its employees, consultants or agents as
may have an absolute need to know such information in order to
perform their services for Local Cooperative, and then only to
the employees, consultants or agents under the conditions noted
above, such confidential information shall be retained in secret;
shall not be utilized in competition with Land O'Lakes, Inc.,
and shall not be disclosed to others unless the information:
(i) Was known
to Local Cooperative prior to disclosure by Land O'Lakes , Inc.;
(ii) Was publicly available to Local Cooperative at the time of
disclosure by Land O'Lakes, Inc. by virtue of a printed publication;
(iii) Subsequently becomes available by virtue of a printed publication
through no fault of Local Cooperative;
(iv) Was rightfully acquired by Local Cooperative subsequent to
disclosure by Land O'Lakes, Inc. from a third party who is not
in breach of a confidential relationship with regard to such information;
or
(v) Was independently developed by or on behalf of Local Cooperative
prior or subsequent to disclosure by Land O'Lakes, Inc. as evidenced
by written documents.
C. Return
of Property
Upon request, Local Cooperative shall immediately return to Land
O'Lakes, Inc. all property, including without limitation, all
papers, records, documents, summaries, samples and the like of
every kind, and any and all copies thereof, provided to it by
Land O'Lakes, Inc. and shall destroy all materials, including
without limitation, all papers, records, documents, summaries
and the like of every kind and any and all copies thereof which
the party, its employees, consultants or agents, created based
upon the confidential information provided by Land O'Lakes, Inc.
D. Equitable
Remedies
It is recognized and agreed to by the parties hereto that irreparable
damage would result from the breach of this confidentiality agreement.
Local Cooperative agrees that Land O'Lakes, Inc. shall have the
remedy of a restraining order or other appropriate equitable relief
to enforce this confidentiality agreement.
Sincerely,
Dale R. Strassburg
Fleet Services Manager
Acceptance by Local Cooperatives
of Confidentiality Agreement
