IBA Dairy Supplies

THIS CONFIDENTIALITY AND NONDISCLOSURE AGREEMENT is made this day by and between I B A, INC., a Massachusetts corporation
("IBA"), and the above named individual, a(n) Authorized IBA Distributor and its associated
Dealers and/or employees ("Recipient").

WHEREAS, IBA and Recipient (collectively, the "Parties") desire that Recipient be allowed access to a secure website maintained by IBA; and

WHEREAS, IBA is willing to allow such access, but only upon the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and legal sufficiency of which is hereby acknowledged, the Parties hereto agree as follows:

1. 
   1. Confidential Information. The Recipient acknowledges the confidential nature of all Confidential Information (as hereinafter defined). Except as otherwise required by law, Recipient shall hold in confidence and shall not disclose or use any and all Confidential Information. "Confidential Information" means and includes all written, oral or other information concerning IBA and its business, including but not be limited to its products, services, customer lists and information, suppliers, costs, marketing plans, ideas, inventions, know-how, plans, trade secrets, business methods and processes, legal documents or any other matter relating to the business of IBA, including all information contained on the secure website referenced above.
   



2. 
   2. Restricted Use of Confidential Information. Recipient agrees that the Confidential Information (a) will be kept confidential by Recipient and Recipient’s representatives and (b) without limiting the foregoing, will not be disclosed by Recipient or Recipient’s representatives to any person except as expressly otherwise permitted by the terms of this Agreement. Recipient may disclose Confidential Information to only those of Recipient’s representatives, designees or agents who (i) require such material for the purpose of promoting the sales and/or services of IBA's products (the "Purposes") and (ii) are informed by Recipient of the confidential nature of the Confidential Information and the obligations of this Agreement. Recipient and Recipient’s representatives, designees or agents will not use any of the Confidential Information for any reason or purpose other than the Purposes. Recipient shall be responsible for enforcing the terms of this Agreement as to Recipient’s representatives, designees or agents and the confidentiality of the Confidential Information and shall take such action, legal or otherwise, to the extent necessary to cause them to comply with the terms and conditions of this Agreement and thereby prevent any disclosure of the Confidential Information by and of Recipient’s representatives, designees, or agents (including all actions that Recipient would take to protect its own trade secrets and confidential information).
   



3. 
   3. Exceptions. Confidential Information shall not include information which:
   
   
   
   1. is now in the public domain or subsequently enters the public domain through no fault of the Recipient;
   
   
   2. the Recipient can establish is presently known or becomes known to the Recipient from its own independent sources (other than any party hereto);
   
   
   3. is received in documentary form from any third party not under any obligation to keep such information confidential; or
   
   
   4. the Recipient can establish was independently developed by or for a party hereto by persons who did not access information disclosed by the other party under this Agreement.
   
   
   
   



4. 
   4. Legal Proceedings. If Recipient or any of Recipient’s representatives, designees or agents are requested or become legally compelled or are required by a regulatory body to make any disclosure that is prohibited or otherwise restricted by this Agreement, Recipient or such representative, designee or agent as the case may be, will provide IBA with prompt notice of such request so that it may seek an appropriate protective order or other appropriate remedy. Subject to the foregoing, Recipient or such representative, designee or agent may furnish that portion (and only that portion) of the Confidential Information that, in the written opinion of its counsel reasonably acceptable to IBA, Recipient is legally compelled or is otherwise required to disclose or else stand liable for contempt or suffer other material censure or material penalty; provided, however, that Recipient and Recipient’s representatives, designees or agents must use reasonable efforts to obtain reliable assurance that confidential treatment will be accorded any Confidential Information so disclosed.
   



5. 
   5. Return of Confidential Information. Upon IBA's request, Recipient (i) will promptly return to IBA all documents or other material furnished by IBA or any IBA representative to Recipient or Recipient’s representatives, designees or agents constituting Confidential Information, together with all copies and summaries thereof in the possession or under the control of Recipient or Recipient’s representatives, designees or agents and (ii) will promptly destroy materials generated by Recipient or Recipient’s representatives, designees or agents that include or refer to any part of the Confidential Information, without retaining a copy of any such material.
   



6. 
   6. Remedies. In addition to any remedy IBA may have as a result of, inter alia, any unauthorized use or disclosure by Recipient or Recipient's representatives, designees or agents of any Confidential Information or any other violation of this Agreement, because an award of money damages would be inadequate for any breach of this Agreement by Recipient or Recipient’s representatives, designees or agents and any such breach would cause IBA irreparable harm, Recipient agrees that, in the event of any breach or threatened breach of this Agreement, IBA will also be entitled, without the requirement of posting a bond or other security, to equitable relief, including injunctive relief and specific performance. Such remedy will not be the exclusive remedy for any breach of this Agreement but will be in addition to all other remedies available at law or in equity, including without limitation, terminating any agreement or legal relationship between IBA and Recipient (including, but not limited to, any applicable employment relationship, distribution or dealer agreement).
   



7. 
   7. Amendments, Waivers and Consents. This Agreement may not be amended, supplemented, canceled or discharged except by written instrument executed by both of the parties hereto. The terms and provisions of this Agreement may be waived, or consent for the departure therefrom granted, only by a written document executed by the party entitled to the benefits of such terms or provisions. No waiver or consent shall be deemed to be or shall constitute a waiver or consent with respect to any other terms or provisions of this Agreement, whether or not similar. Each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which it was given and shall not constitute a continuing waiver or consent.
   



8. 
   8. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts applicable to agreements made and to be performed entirely within such Commonwealth, without giving effect to the conflicts of law principles thereof.
   



9. 
   9. Headings. The headings of the various paragraphs of this Agreement are for convenience of reference only and shall in no way modify or affect, or be considered in construing or interpreting the meaning or construction of any other terms or provisions hereof.
   

IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed under seal by their duly authorized representative.