CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT
In connection with the possible acquisition (the "Proposed Transaction") by you of the Lumen Foods operation, which includes its inventory; furnishings, fixtures, equipment, improve-ments; commercial real estate; and ongoing food operations, (hereafter “Operation”), Herbologics, Ltd. (d/b/a Lumen Foods, hereinafter “Seller”), has furnished you with information regarding the Operation and parent Seller, its financial condition, operations and prospects (the "Proprietary Information"), and in consideration of obtaining said Proprietary Information, you hereby agree as follows:
1. All Proprietary Information furnished to you will be deemed confidential, and you will not disclose any such Proprietary Information for three (3) years from the date hereon to any persons or entities other than your employees or representatives actively and directly participating in the study and evaluation of the Proprietary Information, for any purpose. (This Information will be disseminated primary through the internet on the subdirec-tory, www.soybean.com/bp. The User Name and Password to this subdirectory will be provided to you upon receiving a sign-ed copy of this agreement via fax – see number below.)
2. If you decide not to pursue the Proposed Transaction, you will promptly advise the Seller of this fact. Furthermore, you agree not to use the Proprietary Information to harm the Company or its Operation by soliciting its customers and/or employees, or by disclosing said Proprietary Information, or the fact the Company is for sale, to any of its competitors, customers or vendors, or by starting a competing business within three (3) years from the date of this Agreement, within the existing market of the subject business(es), if you are not currently in this business or industry.
3. Although you understand that the Proprietary Information contains certain information which the Seller considers relevant for the purpose of your investigation of the Proposed Transaction, the Seller can only warrant that the information provided is accurate and complete to the best of its officers’ ability. The Seller reserves the right to make changes to this information, as needed, since the Operation is an ongoing manufacturing operation.
Agreed to and accepted this day of , 2006.
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Company
Name (please print) Signature
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Address City State Zip
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Phone Number Email
Representative for Seller:
GREG CATON 337-436-6748 (Office)
Founder / Vice President 337-496-0000 (Mobile)
Herbologics, Ltd. 337-436-1769 (FAX)
409 Scott Street
Lake Charles, LA 70601 Web: www.soybean.com
USA Email: