AGREEMENT and acknowledgement is made effective as of the ___ day of _______, 2018,
between first party, DOUGH BOYZ FRANCHISE, LLC, a New York Limited Liability Company
with an address of 2827 Transit Rd, Elma NY 14059 (“Company”), and second party,
________________________ (collectively “Recipient”) residing at or maintaining an office of the
transaction of business at _____________________________________________________
Whereas, the Company agrees to furnish the Recipient access to certain confidential
information relating to the affairs of the Company solely for purposes of: operating retail edible
cookie dough restaurants.
Whereas, the Recipient agrees to review, examine, inspect or obtain such information only for
the purposes described above, and to otherwise hold such information confidential and secret
pursuant to the terms of this Agreement.
Whereas, the Recipient is interested in being associated with the Company’s business and
desires to learn about, participate in and be exposed to the Company’s services and non-public
information in pursuit of a business relationship and/or the consummation of a transaction
between the Recipient and the Company.
Whereas, the Recipient agrees that they will be in receipt of confidential information created,
designed, gathered, ordered by and conceived by the Company or prepared by a third party
such as a client, attorney, partner, employee, representative, for the Company’s business
Whereas, the Recipient agrees that the dissemination of such information to any other party
could cause significant harm to the Company.
Whereas, the Company is willing to disclose information to the Recipient subject to the
conditions and terms hereinafter set forth.
Now, therefore, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Recipient hereby agrees as follows:
For the purposes of this Agreement, “Confidential Information” shall mean all Company
information both written and oral, involving strategic and development plans, financial
statements, products, ingredients and services, financial condition, pricing data, business plans,
co-developer identities, data, business records, customer lists, project records, correspondence,
market reports, employee lists and employee information, suppliers and vendor lists, recipes,
formulas, business manuals, policies and procedures, ideas, concepts, systems, practices,
methods, techniques, processes, studies, technologies, inventions, discoveries or theory, co-
packer agreements, and all other information which may be disclosed by the Company or to
which the Recipient may be provided access by the Company or others in accordance with the
Agreement, or which is generated as a result of or in connection with the Company’s business
DOUGH BOYZ FRANCHISE, LLC DOUGH LIFE WHOLESALE, LLC
purposes which is generally not made available to the public.
BE IT KNOWN, that the Company has or shall furnish to the Recipient, from time to time, certain
Confidential Information, and may further allow suppliers, customers, employees or
representatives of the Company to disclose information to the Recipient, only upon the following
1. The Recipient agrees to hold all confidential or proprietary information or trade secrets
(“information”) in trust and confidence and agrees that it shall be used only for the contemplated
purpose, and shall not be used for any other purpose or disclosed to any third party under any
2. No copies may be made or retained of any written information supplied.
3. At the conclusion of our discussions, or upon demand by the Company, all information,
including written notes, photographs, or memoranda shall be promptly returned to the Company.
Recipient shall retain no copies or written documentation relating thereto.
4. This information shall not be disclosed to any employee, consultant or third party unless said
party agrees to execute and be bound by the terms of this Agreement, and disclosure by
Company is first approved.
5. It is understood that the Recipient shall have no obligation with respect to any information
known by the Recipient or as may be generally known within the industry prior to date of this
Agreement, or that shall become common knowledge within the industry thereafter.
6. The Recipient acknowledges the information disclosed herein is proprietary or trade secrets
and in the event of any breach, the Company shall be entitled to injunctive relief as a
cumulative, and not necessarily successive or exclusive remedy to a claim for monetary
damages. Upon breach of this Agreement by the Recipient, the Company shall be entitled to
actual monetary damages as well any and all costs and expenses (including, without limitation,
reasonable attorneys’ fees and disbursements, court costs, litigation and other expenses)
incurred or paid by the Company in establishing, maintaining, protecting or enforcing any the
Company’ rights under this Agreement or at law, including, without limitation, any and all such
expenses incurred by the Company in protecting its Confidential Information, title or right to the
Confidential Information, or in enforcing or attempting to enforce this Agreement.
7. This Agreement supersedes all and any prior and contemporaneous written or oral
Agreements between the parties relating to the subject matter herein. No modification or waiver
of any of the provisions hereof shall be effective unless in writing and signed by the party
against who it is sought to be enforced.
8. In the event that any provision of the Agreement shall be deemed illegal, invalid or
unenforceable, in whole or in part, for any reason whatsoever, the remaining provisions shall
nevertheless be deemed valid, binding and subsisting. This Agreement shall be governed by,
controlled and enforced in accordance with the laws of the State of New York, and the parties
hereto give complete consent to the exclusive jurisdiction and venue of the Supreme Court for
the County of Erie and State of New York for resolutions of any disputes hereunder.
DOUGH BOYZ FRANCHISE, LLC DOUGH LIFE WHOLESALE, LLC
9.THE PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN
ANY ACTION, SUITS OR COUNTERCLAIMS ARISING IN CONNECTION WITH, OUT OF OR OTHERWISE RELATING TO THIS
10. This Agreement shall be binding upon and inure to the benefit of the parties, their
successors and assigns.
11. This constitutes the entire Agreement.
12. This Agreement may be executed in two or more counterparts, each of which may be
deemed an original, but all of which shall constitute but one and the same instrument. Email
and/or fax signatures shall be deemed original for purposes of enforcing this Agree
IN WITNESS WHEREOF, the parties hereto caused this Agreement to be executed.