CONFIDENTIALITY AGREEMENT
THIS CONFIDENTIALITY AGREEMENT is entered into this 29th day of June, 2011 by The Ken Greco
Co. In favor of Principle Environmental, LLC.
RECITALS
A. Recipient has asked that Principle Environmental, LLC provide financial information concerning Principle
Environmental, LLC’s financial status as part of the business relationship between the parties wherein
Recipient extends credit to Principle Environmental, LLC.
B. Principle Environmental, LLC desires to keep such information confidential.
AGREEMENT
NOW THEREFORE, Recipient hereby agrees as follows:
1. Recipient acknowledges that the financial information it receive s from Principle Environmental, LLC is
sensitive, confidential information (Financial Statements). The term Financial Statements, however, does
not include information that: (i) is or becomes generally available to the public other than as a result of an
improper disclosure by Recipient; or, (ii) becomes available to Recipient directly or indirectly, from a
source other than Recipient , provided that such source is not known by Recipient to be bound by a
confidentiality agreement with or other obligation of secrecy to Principle Environmental, LLC; or (iii)
which is subsequently developed by Recipient independently of the Confidential Information disclosed by
Principal Environmental, LLC; or (v) the disclosure of which has been consented to, either before or after
such disclosure, by Principle Environmental, LLC.
2. Recipient agrees to keep the Confidential Information strictly confidential and further agrees not to use,
reveal, transfer, or disclose such Confidential Information, directly or indirectly, in any way detrimental
to Principle Environmental, LLC provided, however, that Recipient may disclose any Confidential
Information to its employees or agents who need to know such information for purposes of evaluating
Principle Environmental, LLC credit. Further, Recipient has the express right in all instances to disclose
Confidential Information on a need to know basis to its auditors, counsel, and judicial, arbitration and
mediation authorities.
3. Recipient agrees that it will not, without Principle Environmental, LLC prior written consent, permit to be
made copies, abstracts or summaries of the Confidential Information, except as necessary to conduct its
business with Principle Environmental, LLC.
4. It is Recipient’s responsibility to ensure that its officers, directors, employees, and bankers who are given
access to the Confidential Information will be bound by the terms of this Agreement.
5. For purposes of this Agreement, the parties agree that “written notice” shall mean notice provided by
certified mail, return receipt requested, or by Federal Express (or similar overnight delivery service),
signature required, to the representatives of the parties and at the addresses listed above. Notice will be
effective upon the date of receipt.
6. Recipient shall not be liable to Principle Environmental, LLC for disclosure of any information received
hereunder if such disclosure is made pursuant to law or a governmental or judicial mandate, provided that
Recipient shall have given Principle Environmental, LLC notice of such disclosure.
7. Recipient acknowledges the confidential nature and commercial and competitive value of the Confidential
Information and acknowledges that Principle Environmental, LLC may suffer irreparable harm if the
Confidential Information were disclosed to third parties in violation of this Agreement. Recipient agrees
that remedies of law may be inadequate to protect against breach of this agreement and that Principle
Environmental, LLC may be entitled to specific performance and injunctive or other equitable relief as a
remedy for any such breach as a competent court may order, in addition to all other remedies at law or in
equity.
8. No failure or delay by Principle Environmental, LLC or Recipient in exercising any right, power or
privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof
preclude any other further exercise thereof or the exercise of any other right, power or privilege hereunder.
This Agreement may be modified or waived only by a separate writing signed by Principle
Environmental, LLC and Recipient expressly modifying or waiving any terms hereof.
9. This Agreement shall be governed, interpreted, construed and enforced in accordance with the laws of the
State of Ohio (without giving reference to choice-of-law provisions). Both Parties hereby consent to: (i)
the exclusive jurisdiction of the courts of the State of Ohio or to any federal court sitting within the State
of Ohio in any action to interpret, construe or enforce this Agreement or which arises out of or relates in
any way do to this Agreement and (ii) the service of process for any such action by registered mail return
receipt requested or by any other means provided by law.
10. This Agreement shall be binding and enforceable upon Recipient and its respective affiliates, heirs,
representatives, trustees, successors and assigns.
11. The obligations under this Agreement shall remain in effect until (3) years from the date hereof.
12. This Agreement constitutes the entire agreement and understanding between the Parties with respect to the
subject matter hereof and supersedes all other prior written or oral agreements, representations and
understandings regarding the subject matter of hereof. No rights, obligations, representations, or terms
other than those expressly set forth herein are to be implied from this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above.
CUST NAME
By:
_________________________________________
Name: __________________________________________
Title:
__________________________________________
KEN GRECO COMPANY
By:
___________________________________________
Name: ___________________________________________
Title: ___________________________________________