CONFIDENTIALITY AGREEMENT
This Confidentiality Agreement (the “Agreement”), is by and between the undersigned,
Click here to enter text., whose principal office is located at Click here to enter text. (the “Supplier”), either
(i) a direct supplier of products or services to certain retailers (for convenience the “Retailers” or a
“Retailer” ) or (ii) a secondary supplier or manufacturer whose products are eventually sold to a Retailer
or a secondary supplier or manufacturer whose products are included in products that are sold to a
Retailer, and WERCS Professional Services, LLC, a New York limited liability company having an
address at 23 British American Blvd., Latham, New York 12110 (“WERCS Professional Services”) and is
effective the date of execution below, or if earlier, the date the Supplier first submits Confidential
Information on the Site. Capitalized words and phrases used herein shall have the meanings set forth
defined below. The Supplier and WERCS Professional Services may be referred to collectively as the
“Parties.”
WHEREAS, the Supplier is required by the Retailers to furnish certain non-public, proprietary and
confidential information to WERCS Professional Services through the web-site located at
https;//secure.supplierwercs.com (the “Site”); and
WHEREAS, in return for WERCS Professional Services performing the services described in the Site,
the Supplier will pay WERCS Professional Services a service fee;
NOW, THEREFORE, in consideration of such fee, the mutual covenants contained herein and the
covenants contained in the Site, the Parties hereto hereby agree as follows:
1.
The term “Information” shall mean all information that the Supplier or an agent on its behalf
furnishes through the Site. Certain Suppliers who do not supply their product directly to the Retailers
may be required to furnish information about their product via means other than through the Site. In such
cases, “Information” shall also include all information about the product that is supplied in writing to
WERCS Professional Services by means other than the Site. Further, if a Supplier provides WERCS
Professional Services the identity of secondary supplier or manufacturer and requests that such
information be held in confidence, then “Information” shall also include the identity of such secondary
supplier or manufacturer.
2.
WERCS Professional Services will comply with all obligations contained in the Site, the terms of
which are by this reference incorporated herein as if set out in full. Such obligations include, but are not
limited to, the obligation to maintain the confidentiality of the Information. This Agreement is not
intended to supersede the obligations of WERCS Professional Services contained in the Site, but rather to
supplement such obligations.
3.
WERCS Professional Services agrees that it will (a) protect the Information from unauthorized
disclosure or use for any purpose other than that which is contemplated by the Site, using the same degree
of care and safeguards that it takes with its own Confidential Information, but in no event less than a
reasonable degree of care; (b) keep the Information strictly confidential as contemplated by the Site; and
(c) use the Information only as described on the Site, and not use the Information in any other manner or
for any other purpose whatsoever, in whole or in part.
4.
If WERCS Professional Services receives a request or demand to disclose all or any part of the
Information under the terms of a subpoena or order issued by a court or governmental body, WERCS
Professional Services will use its best efforts to promptly notify the Supplier of the request and will
cooperate with the Supplier with respect to such request (cooperation to include good faith efforts to
obtain a protective order for Supplier's Information), provided that (a) the Supplier pays all reasonable
costs and expenses associated therewith, including but not limited to WERCS Professional Services’ legal
fees and expenses; and (b) provides an indemnity acceptable to WERCS Professional Services. The
parties recognize that no indemnity is acceptable if WERCS Professional Services or any individual
associated or connected with WERCS Professional Services risks criminal prosecution.
5.
WERCS acknowledges and agrees that any breach of this Agreement could cause irreparable and
immediate harm to the Supplier, who could not be made whole by monetary damages. Therefore, in
addition to any other remedy to which it may be entitled at law or in equity, the Supplier shall be entitled
to an injunction or injunctions (without the posting of any bond and without proof of actual damages) to
remedy any breach or prevent breaches or threatened breaches of this Agreement and/or to compel
specific performance of this Agreement.
6.
No failure or delay by the Supplier in exercising any right, power or privilege hereunder shall
operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or privilege
preclude any other or further exercise thereof.
7.
All ownership, rights and title to the furnished Information, shall remain with Supplier. Neither
the execution of this Agreement nor the furnishing of any Information to the Site shall be construed as
granting, either expressly or by implication, any license (including any license under any invention,
patent, know-how or other technology or concept) any right to use the Information except as specifically
contemplated by the Site.
8.
This Agreement shall be binding upon, inure to the benefit of, and be enforceable by either party
hereto and any permitted successors and assigns.
9.
If any one or more provisions contained in this Agreement shall for any reason be held to be
invalid, illegal, or unenforceable in any respect, the provision may be modified by court to comply with
applicable law and such invalidity, illegality, or unenforceability shall not effect any other provisions
thereof, and, if judicial modification does not occur or cannot occur, this Agreement shall be construed as
if the invalid, illegal, or unenforceable provision had never been contained herein.
10.
This Agreement shall be governed by and construed in accordance with the laws of the State of
New York, without regard to the conflict of law principles thereof. Any disputes, claims or actions based
hereunder shall be resolved by the State or Federal courts located in Albany, New York.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their duly
authorized representatives.
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WERCS Professional Services, LLC.
_____________________________________
Signature
_____________________________________
By
Printed Name: Click here to enter text.
Paul C. Montgomery
Title: Click here to enter text.
Corporate Secretary
Date:
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