Non-disclosure agreement
In consideration of the exchange of information between Trinity Logistics, Inc. (“Trinity”) and a current or prospective customer of Trinity (“You”) the Parties agree as follows:
Trinity and You have an existing current relationship or have agreed to discuss a possible business relationship in which Trinity will arrange transportation of your goods. Part of the existing relationship and of those discussions and any possible future relationship between the Parties will include the disclosure of confidential information.
As used in this NDA, “Confidential Information” means any information, including without limitation, business information, transportation and freight requirements, pricing and sales information, technical information, business planning and strategies, trade secrets, and management know-how and planning, whether or not such information is identified as confidential at the time of disclosure or is disclosed in a manner that it may be reasonably inferred to be confidential and/or proprietary to the Disclosing Party.
Confidential Information does not include information that:
(i) becomes generally available to the public through no fault of the Receiving Party;
(ii) is, prior to its initial disclosure hereunder, in the possession of the Receiving Party;
(iii) is acquired by the Receiving Party from any third party without any restrictions on its use or disclosure; or
(iv) is independently developed by the Receiving Party without use of the Confidential Information.
As a condition of the existing relationship or to such discussions and/or a future business relationship, both Parties agree to hold all Confidential Information in strict confidence, and to refrain from using the same except as required by court order, directly or indirectly, or to use or authorize any third party to disclose or use any Confidential Information. The duration of the confidentiality obligations herein is intended to be perpetual.
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