This confidentiality agreement (“Agreement”) is executed this ______ day of ___________, by ____________________________ (the “Undersigned”).
WHEREAS the United Soybean Board (“USB”) was created pursuant to the Soybean Promotion, Research, and Consumer Information Act, 7 U.S.C. §§ 6301-6311 (1999) (the “Act”) and the Soybean Promotion, Research, and Consumer Information Order, 7 U.S.C. Part 1220 (2000) (the “Order”), to, among other things, ensure coordination and efficient use of the funds assessed and collected under the Act;
WHEREAS USB has invited the Undersigned to attend the Board of Directors (the “Board”) meeting in __________________ on __________________ (the “Board Meeting”);
WHEREAS the Board may hold executive sessions (the “Executive Sessions”) during the Board Meeting;
WHEREAS Confidential Information, as that term is defined in Paragraph 2 below, will be disclosed during the Executive Sessions;
WHEREAS the Undersigned desires to be present during the Executive Sessions;
NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the Undersigned affirms and agrees as follows:
1. The term of this Agreement shall run for a period of two (2) years from the date of execution of this Agreement.
2. The Undersigned acknowledges that the definition of “Confidential Information” for the purposes of this Agreement shall be defined as any information provided to the Undersigned at the Executive Sessions during the Board Meeting.
3. The Undersigned affirms that he/she is a soybean producer who has paid into the National Soybean Checkoff program within the previous two years.
4. The Undersigned agrees to maintain in confidence, and will not disclose to any other person or entity, any Confidential Information without the prior written consent of the chairman of the Board.
5. The Undersigned agrees that he/she will take reasonable measures to maintain the confidentiality of the Confidential Information.
6. The Undersigned will immediately give notice to the Board of any unauthorized use or disclosure of the Confidential Information by contacting the chairman of the Board in writing.
7. The Undersigned agrees to assist the Board in remedying any unauthorized use or disclosure of the Confidential Information.
8. The Undersigned acknowledges and agrees that the Board shall suffer irreparable harm if the Undersigned breaches any of his/her obligations under this Agreement and that monetary damages shall be inadequate to compensate the Board for such breach. Accordingly, the Undersigned acknowledges that the Board, in addition to, and not in limitation of, any other remedies or damages which it may have at law or in equity, shall be entitled to a temporary restraining order, preliminary injunction and permanent injunction to prevent or to restrain any such breach.
9. This Agreement shall be governed by and construed in accordance with the laws of the State of ______________ without regard to conflict of laws principles. All disputes pertaining to this Agreement shall be decided by a state or federal court located in the State of ______________, and the Undersigned consents to personal jurisdiction in such courts.
10. If a court of competent jurisdiction shall declare any part of the Agreement invalid or unenforceable, it shall not affect the validity of the balance of the Agreement.
11. This Agreement constitutes the complete understanding of the parties with respect to the subject matter addressed herein and supersedes any prior agreements, whether written or oral. This Agreement may only be amended, supplemented or otherwise modified by means of a written instrument signed by the Undersigned and the chairman of the Board.
Print Name: ______________________________
ND: 4834-4240-2565, Ver 1