THIS AGREEMENT, dated ___________, entered into by ___________________ ("Recipient") for the benefit of Delivery Value System, LLC ("DVS"), provides:
1. Introduction. DVS is entering into a consultation arrangement with Recipient that may require the exchange of confidential information. Recipient has agreed to enter into this Agreement for the protection of DVS. Recipient agrees that all Confidential Information (as defined below) to which Recipient has been given access will be used by Recipient solely for the purpose of its consultation arrangement with DVS and not for any other purpose.
2. Confidential Information. As used herein, the term "Confidential Information" refers to all information relating to DVS's business strategies, concepts, designs, technology, costs, prices, programs, customers, markets, developmental plans, computer systems, processes, and any other information of DVS that is not publicly known, and copies, transcriptions or reproductions of such information, but does not include information or material that is already generally known to the public through no fault of Recipient.
3. Nondisclosure and Nonuse. Recipient agrees that it will not reveal or disseminate any Confidential Information, in whole or in part, to Recipient's employees, agents and attorneys or to any other person or entity, for any reason or purpose whatsoever, except disclosure may be made to its employees and attorneys who have a need to know in connection with the purpose described in Section 1 above and except such disclosure as to which DVS consents in writing. Recipient further agrees that Recipient shall not use, nor permit any of its employees and agents to use, in any manner any Confidential Information for any other purposes of Recipient or for the benefit of any other person or entity, whether such use consists of the duplication, removal, oral use, disclosure or the transfer of any Confidential Information in any manner.
4. Remedies. Recipient acknowledges and agrees that the Confidential Information is of a special, unique and extraordinary character, and the breach of any provisions of this Agreement will cause irreparable injury and damage, and consequently DVS shall be entitled to, in addition to all other remedies available to it, injunctive and equitable relief to prevent a breach of this Agreement and to secure the enforcement of this Agreement. Should Recipient breach this Agreement, in addition to all other remedies available at law or in equity, Recipient shall pay all of DVS's costs and expenses resulting therefrom and/or incurred in enforcing this Agreement, including attorneys’ fees. This Agreement shall be governed by North Carolina law. The exclusive forum for any matters arising out of this Agreement or its breach shall be the Superior Court of Guilford County, North Carolina or the United States District Court of the Middle District of North Carolina, Greensboro Division, to whose personal jurisdiction Recipient submits.
IN WITNESS WHEREOF Recipient has executed this Agreement under seal.