CONFIDENTIALITY AND NONDISCLOSURE AGREEMENT (the “Agreement”)

CONFIDENTIAL INFORMATION: Methods and devices for printing on and/or decorating food stuffs; recipes; marketing and business plans for licensing, pricing, and distributing printed and/or decorated foodstuffs and/or other foodstuffs; names of Owner’s customers and/or vendors; and any other nonpublic information, technology, products, processes, data, services, business plans and methods, promotional and marketing activities and plans, and/or finances disclosed by Owner that are either designated as confidential or that, given the nature of the information or the circumstances surrounding their disclosure, reasonably should be considered as confidential (all of the foregoing collectively referred to as the “Confidential Information”).

It is understood and agreed:

1. That the ideas and concepts embodied in the Confidential Information, and any materials relating to or reflecting the Confidential Information, are disclosed to Receiving Party solely for the purposes of the parties’ existing and/or potential commercial relationship (the “Relationship”);
2. That Receiving Party will use the Confidential Information only in connection with the Relationship and will not disclose, reverse engineer, reverse compile, or disassemble the Confidential Information except with Owner’s prior written consent, or except as required to comply with applicable orders of governmental entities or as otherwise required by law;
3. That the ideas and concepts embodied in the Confidential Information (including but not limited to any copyrights, trademarks, patentable inventions or processes, and trade secrets), and any materials relating to or reflecting the Confidential Information, are valuable proprietary information belonging to Owner, and Receiving Party will acquire no rights in, and no right to use, the Confidential Information, and will not attempt to exercise any such rights without express written permission from Owner;
4. That any comments, suggestions, or improvements offered by Receiving Party relating to the Confidential Information or its development and exploitation are offered freely for Owner’s use without any expectation by Receiving Party for compensation or participation in proceeds, unless specifically agreed otherwise in writing;
5. That Receiving Party will safeguard the confidentiality of the Confidential Information and will restrict the possession, knowledge, and use of the Confidential Information to Receiving Party’s employees, contractors, and agents who (i) have a need to know the Confidential Information in connection with the Relationship, and (ii) are informed of the confidential nature of the Confidential Information and are contractually obligated to keep the Confidential Information confidential;
6. That Receiving Party will return any documents and materials relating to or embodying any Confidential Information to Owner upon request;

7. That Receiving Party will notify Owner promptly upon discovery of any unauthorized use or disclosure of the Confidential Information or any other breach of this Agreement by Receiving Party or its employees, agents, or contractors. Receiving Party will cooperate with Owner to help Owner regain possession of such Confidential Information and prevent its further unauthorized use and disclosure;

8. That Receiving Party acknowledges that a breach of its obligations under this Agreement could cause irreparable harm to Owner as to which monetary damages may be difficult to ascertain or an inadequate remedy. Receiving Party therefore agrees that Owner will have the right, in addition to its other rights and remedies, to seek injunctive relief for any violation of this Agreement;

9. That this Agreement shall be effective as of the date when Owner first disclosed any Confidential Information to Receiving Party (the “Effective Date”). This Agreement automatically will terminate upon the earlier of (i) the termination of all written agreements between the parties regarding the Relationship, or (ii) if no agreements are executed, termination of discussions between the parties regarding the Relationship or delivery of written notice terminating this Agreement; provided, however, that (i) Receiving Party’s obligations with respect to the Confidential Information will survive for three (3) years following termination, and (ii) Sections 3, 8, 9, and 10 will survive indefinitely.

10. Except as herein provided, this Agreement cancels and supersedes all prior negotiations and understandings relating to ownership of and/or rights in the Confidential Information, and contains all of the terms, covenants, conditions, representations, and warranties of the parties. This Agreement shall be governed by laws of the State of Washington without reference to its choice of law rules. The courts of Washington State shall have exclusive jurisdiction to determine any dispute arising out of or related to this Agreement; the parties waive any defense based on personal jurisdiction or forum non conveniens. This Agreement may not be modified except by a written instrument signed by both parties. No waiver by either party of any failure by the other to keep or perform any covenant or condition of this Agreement shall be deemed a waiver of any preceding or succeeding breach of the same or any other covenant or condition. This Agreement shall be binding upon the parties’ heirs, successors, agents, administrators, and assignees. The unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.

11. Receiving Party represents and warrants that it understands that Owner is conducting activities in express reliance upon the foregoing, and that Receiving Party is therefore bound by the terms of the Agreement.