CONFIDENTIALITY / NON-DISCLOSURE AGREEMENT
1. Vendor agrees to the following confidentiality/non-disclosure obligations in its business relationship with The Cato Corporation, its subsidiaries and affiliated businesses (“Cato”), a Delaware corporation, with its principal offices at 8100 Denmark Road, Charlotte, NC 28234. This Agreement is effective when acknowledged by Vendor’s accessing Cato’s Logistics Guide via its website and shall remain in effect as stated below.
2. (a) “Confidential Information” shall mean all information or material that has or could have commercial value or other utility in the business activities or prospective business activities of Cato, including without limitation: (i) any ideas, developments, information, practices, procedures, products, formulas, specifications, business plans, marketing plans, sales information, customer lists, product information, pricing information, domestic or global factory information, sizing information and other know-how that are non-public, confidential or proprietary to Cato; (ii) any material designated by Cato as proprietary or confidential; (iii) any information that is a trade secret or proprietary under state or federal law; and (iv) any other information of which unauthorized disclosure could be detrimental to the Cato’s business interests, whether or not such information is otherwise identified or referred to herein as Confidential Information.
(b) Confidential Information shall not include information that (i) is or becomes part of the public domain through no act or omission of Vendor; (ii) was in Vendor’s lawful possession prior to the disclosure; (iii) is lawfully disclosed to Vendor by a third party without restriction on disclosure; or (v) is independently developed by Vendor without reference to the Confidential Information.
3. During the term of this Agreement and for two years after Vendor ceases providing merchandise to Cato, except as required by law, court order or written approval by Cato, Vendor shall do the following: (i) hold and maintain Cato’s Confidential Information in strict confidence, exercising no less than reasonable care; (ii) not disclose such Confidential Information to any third party; and (iii) use the Confidential Information solely to perform services for Cato and fulfill its business relationship with Cato. Vendor shall immediately notify the other upon discovery of any loss or unauthorized disclosure of Cato’s Confidential Information. Confidential Information may not be reproduced in any form except as required to accomplish the intent of this Agreement. Any reproduction of any Confidential Information shall remain Cato’s property and shall contain any and all confidential or proprietary notices or legends that appear on the original. Nothing herein shall be construed as granting any property, license or use rights to any Confidential Information and neither Party shall make, have made, market, use or sell any product or service using, incorporating, relying on, or derived from any Confidential Information of the other Party, except where Cato expressly consents.
4. Vendor shall only permit access to Cato’s Confidential Information by those of its employees or authorized representatives having a need to know and who have signed confidentiality agreements or are otherwise bound by confidentiality obligations at least as restrictive as those contained herein.
5. Vendor understands and agrees that a breach of this Agreement may result in irreparable damage and harm to Cato, entitling it to seek injunctive relief in addition to all other rights and remedies at law or in equity.
6. At Cato’s written request, Vendor shall return any documents containing Confidential Information disclosed to them during the term of this Agreement. Vendor also agrees to destroy any computer generated copy of the Confidential Information and will under no circumstances allow a copy of the Confidential Information to be kept for any purpose without Cato’s express written consent.
7. All notices required under this Agreement shall be in writing and shall be delivered by personal delivery, electronic mail, facsimile transmission or by certified or registered mail, return receipt requested, and shall be deemed given upon personal delivery, five days after deposit in the mail, or upon acknowledgment of receipt of electronic transmission. Notices shall be sent to the addresses set forth above (if notice it to Cato, it much be sent “Attention: Chief Financial Officer”) or to such other address as either Party may specify in writing.
8. This Agreement shall be binding upon Vendor and its successors. This Agreement is the entire and complete Agreement between the Parties with respect to the subject matter hereof and supersedes any prior or contemporaneous agreements or understandings, whether written or oral, and may not be modified in any way. If Cato fails to enforce any right or remedy hereunder, such failure shall not be deemed a waiver of such right or remedy. This Agreement shall be governed by the laws of the State of North Carolina and any legal action related to a breach or enforcement of this Agreement shall only be filed in a court of competent jurisdiction in Mecklenburg County, North Carolina.
9. This Agreement will terminate automatically two years after Vendor ceases providing merchandise to Cato.