Confidentiality Agreement.

By participating in the Puraclenz Affiliate program at https://affiliates.puraclenz.com, you agree to the rules outlined in this Confidentiality Agreement, as well as all other terms and conditions. You must not access the affiliate marketing system if you do not agree to this Agreement.

This Mutual Confidentiality Agreement (this “Agreement”) is made and entered into effective between Puraclenz LLC, a Delaware Limited Liability Company (“Puraclenz”) and the party registering to join the Puraclenz Affliate program at  https://affiliates.puraclenz.com/register (the “Affiliate”), effective as of the date of submission.

For purposes of this Agreement, Puraclenz shall be the "Disclosing Party" and the Affiliate shall be the "Receiving Party."

            WHEREAS, the Parties with to explore a business opportunity concerning marketing Puraclenz products (the “Authorized Purpose”); and

            WHEREAS, in connection with the Authorized Purpose, the Disclosing Party, subject to the terms, conditions, and covenants in this Agreement, will disclose to the Receiving Party certain sensitive and confidential information about its business, plans, and practices, but would not disclose such information but for this Agreement.

            NOW THEREFORE, for the mutual promises set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and the mutual promises and covenants recited hereinafter, the parties agree as follows:

1. Confidential Information.  The term "Confidential Information" shall include, but not be limited to, trade secrets, strategies, and financial, marketing, merchandising, operating, performance, cost, and business information, promotional calendars, business development plans, acquisition agreements, vendor information, and other information concerning the actual or anticipated business assets, liabilities, income, operations, products, performance, or services of the Disclosing Party or its Affiliates (defined below), regardless of the media (including, without limitation, notes, analyses, compilations, studies, interpretations, or other materials prepared by the Receiving Party) and regardless of whether such information was disclosed before, on, or after the effective date of this Agreement.  The term "Confidential Information" does not include information that (a) is or becomes generally available to the public other than as a result of (i) a wrongful disclosure by the Receiving Party, its Affiliates, or its employees, officers, directors, shareholders, principals, agents, advisors, contractors, subcontractors, or representatives, or by any person in such capacity at any of its Affiliates (collectively, "Agents"), or (ii) a wrongful disclosure by any other person under a duty to keep such information confidential; (b) was actually known by the Receiving Party prior to disclosure hereunder as evidenced by the Receiving Party’s tangible records; or (c) is developed or discovered by the Receiving Party independently and solely without the use of any Confidential Information disclosed hereunder.  As used herein, "Affiliate" shall mean, as to any individual, partnership, joint venture, corporation, limited liability company, trust, estate or other entity or organization (a “Person”), any Person controlled by, controlling, or under common control with such Person, and, in the case of a Person who is an individual, a member of the family of such individual consisting of a spouse, sibling, in-law, lineal descendant, or ancestor (including by adoption), and the spouses of any such individuals.  For purposes of this definition, "control" (including the terms "controlling", "controlled by" and "under common control with") of a Person means the possession, directly or indirectly, alone or in concert with others, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of securities, by contract, or otherwise.  A Person shall be presumed to control any partnership of which such Person is a general partner.
2. Restricted Use of Confidential Information. Subject to the restrictions contained in this Agreement, Confidential Information may be used by the Receiving Party solely for the performance of the Authorized Purpose. Confidential Information will be held by the Receiving Party in the strictest confidence at all times and will not be disclosed or used by the Receiving Party or its Agents for any purpose other than the Authorized Purpose.   The Receiving Party may disclose Confidential Information to those of its Agents who need to receive such Confidential Information for the Authorized Purpose, but only after the Receiving Party has informed them of the confidential nature of the Confidential Information and has directed them, and received their agreement, to treat such Confidential Information confidentially in accordance with the terms of this Agreement.  If the Receiving Party or any of its Agents receives notice of it being, or attempting to be, legally compelled (whether by deposition, interrogatory, request for documents, subpoena, civil or criminal investigative demand, or other similar process) to disclose any Confidential Information, the Receiving Party shall provide the Disclosing Party with immediate prior written notice of such requirement so that the Disclosing Party may seek a protective order or other appropriate remedy.  Neither the Receiving Party nor any of its Agents shall oppose any action (and shall, if and to the extent requested by the Disclosing Party, cooperate with and assist the Disclosing Party, at the Disclosing Party’s expense, in any reasonable action) by the Disclosing Party to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information.  If a protective order or other remedy is not obtained and the Receiving Party is ultimately legally compelled to disclose Confidential Information, then the Receiving Party agrees to disclose only such Confidential Information as is necessary to comply narrowly with the actions compelling such disclosure.    
3. Reproduction of Confidential Information. Confidential Information made available to the Receiving Party may not be copied or reproduced without the Disclosing Party’s prior written consent. Any copies of the Confidential Information made by or for the benefit of the Receiving Party are, and shall become, the proprietary property of the Disclosing Party.  All such copies must include all applicable notices of copyright and any other proprietary rights, notices, or legends contained in the Confidential Information, if any, and shall be marked to indicate their confidential nature.
4. Ownership of Confidential Information. The Disclosing Party is and shall continue to be the exclusive owner of all rights, title, and interests in, and of all patents, copyrights, trade secrets, trademarks, and proprietary rights in and to, any Confidential Information made available to the Receiving Party hereunder, including, without limitation, all additions, enhancements, modifications, and derivative works of the Confidential Information. Nothing in this Agreement shall be construed to convey to the Receiving Party any license to use, sell, exploit, copy, or further develop the Confidential Information beyond the limited rights and privileges set forth in this Agreement.
5. Return of Confidential Information. Upon request of the Disclosing Party, the Receiving Party shall promptly deliver to the Disclosing Party all Confidential Information, including any copies, compilations, and extracts thereof, in the Receiving Party’s possession or in the possession of its Agents, without retaining any copies thereof (including on hard disk, floppy diskette, or any other electronic, magnetic, or digital medium) or certify in writing to the destruction thereof. Notwithstanding the return of the Confidential Information, the Receiving Party will continue to be bound by the terms and conditions of this Agreement.
6. Disclaimer of Representations and Warranties. The Receiving Party understands, acknowledges, and agrees that neither the Disclosing Party nor any of its Agents has made or will make, and specifically disclaims, any representation or warranty, express or implied, as to the accuracy or completeness of the Confidential Information. The Receiving Party agrees that neither the Disclosing Party nor any of its Agents shall have any liability to the Receiving Party or any of its Agents relating to or resulting from the use of the Confidential Information.  Only those representations or warranties that are made in a final definitive agreement regarding the transactions contemplated hereby, when, as, and if executed, and subject to such limitations and restrictions as may be specified therein, will have any legal effect.
7. Definitive Agreement. Unless and until a final definitive agreement regarding a transaction between the Disclosing Party and the Receiving Party (or their respective Affiliates) consistent with the Authorized Purpose has been executed and delivered, none of such parties shall be under any legal obligation of any kind whatsoever with respect to a transaction by virtue of this Agreement except for the matters set forth herein.  Each party reserves the right, in its sole discretion, to reject any and all proposals made by the other party hereto with regard to a transaction between the parties, and to terminate discussions and negotiations between them at any time.
8. Remedies for Breach. The Receiving Party acknowledges and agrees that disclosure of any Confidential Information or breach of any covenant set forth in this Agreement above will result in irreparable harm to the Disclosing Party for which there is no adequate remedy at law. Accordingly, in the event of a breach or threatened breach of the provisions of this Agreement by the Receiving Party or any of its Agents, in addition to any other remedy that the Disclosing Party may have at law or in equity, the Disclosing Party shall be entitled to injunctive or similar relief to enforce specifically such provisions, without posting bond or other security.
9. Amendments, Assignment, and Entire Agreement. This Agreement may not be modified, amended, or supplemented except by an agreement in writing signed by the Disclosing Party. This Agreement and the rights and obligations hereunder shall not be assignable by the Receiving Party without the express written consent of the Disclosing Party. The Disclosing Party may assign all of its rights, powers and privileges under this Agreement (including, without limitation, the right to enforce all of the terms of this Agreement) to any person who enters into any transaction contemplated by this Agreement.  Subject to the restrictions against transfer or assignment as herein set forth, the provisions of this Agreement shall inure to the benefit of, and shall be binding on, the heirs, assigns, successors, personal representatives, estates, and legatees of each of the parties hereto. This Agreement shall constitute the entire agreement between the parties hereto with respect to the transactions contemplated hereby and shall supersede all prior or contemporaneous negotiations, understandings, and agreements.  There are no representations, agreements, arrangements, or understandings, oral or written, between or among the parties hereto relating to the subject matter of this Agreement that are not fully expressed herein.
10. Court Costs and Attorneys' Fees.  If any action at law or in equity, including an action for declaratory relief, is brought to enforce or interpret the provisions of this Agreement, the prevailing party shall be entitled to recover costs of court and reasonable attorneys' fees from the other party, which fees shall be in addition to any other relief that may be awarded, and which fees may be set by the court in the trial of such action or may be enforced in a separate action brought for that purpose.
11. Further Assurances. Each party hereto, without further consideration, shall, at the reasonable request of any other party hereto after the execution of this Agreement, execute and deliver any instruments or document and take such other actions, as such other party may reasonably request to more effectively consummate the transactions contemplated by this Agreement.
12. GOVERNING LAW; VENUE.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS RULES OR CHOICE OF LAWS RULES THEREOF. 
13. Invalid Provisions.  If any provision of this Agreement is held to be illegal, invalid, or unenforceable under any present or future law, and if the rights or obligations of either of the parties hereto would not be materially and adversely affected thereby, (a) such provisions shall be fully severable; (b) this Agreement shall be construed and enforced as if such illegal, invalid, or unenforceable provisions had never comprised a part hereof; (c) the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid, or unenforceable provision or by its severance; and (d) in lieu of such illegal, invalid, or unenforceable provision, there shall be added automatically as a part of this Agreement a legal, valid, and enforceable provision as similar in terms to such illegal, invalid, or unenforceable provision as may be possible.
14. Notice.  Any notice required or permitted under the terms of this Agreement shall be in writing and shall be addressed to the party to whom notice is intended, as the case may be, at the address stated below, and delivery shall be deemed to have been made upon the earlier to occur of actual receipt of such notice by the intended recipient thereof, whether delivered by hand or otherwise, or thirty-six (36) hours after the deposit in the United States Mail, properly addressed to the intended recipient as set forth below such party’s signature, postage prepaid, certified mail, return receipt requested. Either party hereto may change the address for notification by giving written notice of such change to the other party at least five (5) days prior to the effective date of such change.
15. Signatures.  This Agreement shall be deemed effective upon completion by the Affiliate of the registration process for the Puraclenz Affliate Program at https://affiliates.puraclenz.com/register.
16. Survival.  The term of this Agreement shall be for two years after termination by the parties; provided, however, that with respect to any trade secrets the obligations under this Agreement shall not expire.
17. Waiver.  The failure of any party to insist, in any one or more instances, upon performance of any of the terms, covenants, or conditions of this Agreement shall not be construed as a waiver or a relinquishment of any right or claim granted or arising hereunder or of the future performance of any such term, covenant, or condition, and such failure shall in no way affect the validity of this Agreement or the rights and obligations of the parties hereto.  No waiver of any provision or condition of this Agreement shall be valid unless executed in writing and signed by the party to be bound thereby, and then only to the extent specified in such waiver.  No waiver of any provision or condition of this Agreement shall be construed as a waiver of any other provision or condition of this Agreement, and no present waiver of any provision or condition of this Agreement shall be construed as a future waiver of such provision or condition.