This agreement (“Agreement”) is between Enrinity Supplements Inc. (Manufacturer) and the Client. For the purpose of this Agreement, a ‘Client’ is defined as the organization requesting the quote from the Manufacturer. The person making the request is fully authorized by the Client to make such a request and abide by the terms of this Agreement.

For the purpose of evaluating a future business relationship, each party may disclose technical informationthat may be used or useful in the manufacture of dietary supplementsthat is marked confidential (“Confidential Information”).

Confidential Information may include without limitation formulas, products, samples, know-how, test results and methods, product specifications, applications of such technical processes and methods, manufacturing techniques, product development plans, strategies, process information and customer lists, raw material suppliers related other information that is confidential, special, unique, proprietary, gives either party a competitive advantage and/or significantly enhances either party’s goodwill.

The disclosing party shall disclose and the receiving party will receive Confidential Information under the following conditions, which are understood by both parties:

Each party agrees that it will use the other party’s Confidential Information only for the purpose described above.
Each party agrees that it will not disclose the other party’s Confidential Information to any third party. Each party may disclose the other party’s Confidential Information to its employees and consultants who have a need-to-know the Confidential Information and are bound by obligations of confidentiality and non-use similar to those described in this Agreement.
Each party agrees to treat the other party’s Confidential Information with the same care as it would its own and to take all reasonable steps to prevent the unauthorized disclosure of the other party’s Confidential Information.
All documented Confidential Information will, at the disclosing party’s request, be returned to it.
Confidential Information does not include:
  information that is publicly-known at the time of disclosure to the receiving party; or
  information that becomes publicly-known after disclosure to the receiving party without fault of the receiving party; or
  information that is already known by the receiving party at the time of disclosure (as evidenced by the receiving party’s written records); or
  information which has been or is disclosed to the receiving party in good faith by a third party who is not under any obligation of confidence to the disclosing party; or
  information that is independently developed by (or on behalf of) the receiving party without reliance on disclosing party’s Confidential Information.
Each party agrees not to disclose the other party’s identity in connection with the subject matter of this Agreement.
Confidential Information disclosed under this Agreement remains the property of the disclosing party.
Each party represents that it is under no obligation to any third party that would interfere with its disclosing Confidential Information to the receiving party under this Agreement.
Each party understands that this Agreement does not obligate either party to enter into any future agreements with the other party.
Each party has the right to terminate this Agreement upon written notice to the other party; however, the obligations of confidentiality and non-use described above will remain in effect for five years from the date of disclosure.
This Agreement does not preclude either party from disclosing Confidential Information if required to do so by a court or other body of competent jurisdiction. Before making such a disclosure, a party must first provide the other party with notice of such requirement.
Each party acknowledges that the other party considers its Confidential Information to be confidential and believes that disclosure would cause irreparable harm to its business. The parties agree that either party may seek injunctive relief to prevent disclosure of its Confidential Information. Each party disclaims all warranties, express or implied, with respect to its Confidential Information, including any warranty of merchantability or fitness for a particular purpose.
No delay or omission by either party in exercising any right under this Agreement will be considered a waiver of that right. A waiver or consent given by either party on any one occasion is effective only in that instance.
Any disclosure of Confidential Information to one party or its affiliate by another party or its affiliate is deemed to be a disclosure made by one party to the other party under this Agreement. Under this Agreement, an entity is an “affiliate” of the party if it is a business entity that is controlling, controlled by or under common control with such party. “Control” means the direct or indirect ownership of more than fifty percent (50%) of the equity interest in the business entity, or the ability in fact to control the management decisions of the business entity.
The Provider and the Recipient understand that in course of business dealings, third party organizations including manufacturers, other vendors, customers, etc. may be involved in order to fulfill certain orders. The Provider and the Recipient agree not to circumvent Manufacturer-CLIENT relationship and start dealing with this third party without permission from the other. If such a dealing occurs, the party that is left out will be due reasonable profit due to loss of business opportunity.
The term of the agreement will be the period beginning on the date first above written and shall continue indefinitely for as long as such information is not voluntary and intentionally placed in the domain by either party.
Both parties acknowledge that this agreement is reasonable, valid and enforceable. However, if a court of competent jurisdiction finds any of the provisions of this agreement to be too broad to be enforceable, it is the parties’ intent that such provision be reduced in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable, bearing in mind that it is the Recipient’s intention to give the Provider the broadest possible protection against discloser of the Confidential Information.
This agreement constitutes the entire agreement between the parties and there are no further items or provisions, either oral or otherwise.