Confidentiality Agreement (the “Agreement”) entered into as of this 21 day of February, 2018 by and between the "Ocean Buying Group"
and Gemini Shippers Association ® (the “Association”), and ,
a business entity duly organized by law with a principal place of
WHEREAS the Association provides its members with services that promote and facilitate trade
and provide cost effective logistics support including the negotiation of favorable shipping rates
and contracts with ocean carriers (“Services”) and the Member wishes to avail itself of the
Association’s Services; and
WHEREAS the Association is willing to provide Services to the Member subject to Members strict
adherence to the provisions of this Agreement and such other terms and conditions as the
Association and Member may agree upon in writing from time to time.
NOW, THEREFORE, in consideration of the mutual promises contained herein and for other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
Parties agree as follows:
1. Confidential Information Defined. The Member agrees and acknowledges that
the following information provided to the Member by the Association consisting of (i) the existence, terms and conditions of and the parties to (x) any service contracts with ocean carriers negotiated by the Association and (y) other cargo logistics arrangements (collectively “Association Contracts”) including, but not limited to the term and conditions, duration, rates and ancillary charges set forth in Association Contracts and (ii) all other shipping, logistics and transportation related documents and information concerning the business, affairs and practices of the Association including, but not limited to, the identity of the Association’s members, vendors and service providers shall be deemed confidential and subject to the terms of this Agreement, hereinafter referred to as “Confidential Information”.
2. No Disclosure or Use. Member agrees that during the term of its membership with the Association and for 3 years after the termination of such membership, for whatever reason, without the prior written consent of the Association, that the Member and its representatives, employees, officers, directors, managers or members shall (1) hold in strict confidence the Confidential Information, and not disclose or permit the disclosure of any of the Confidential Information to any person or entity other than to the Member’s employees and financial and legal advisors whose access to the Confidential Information is required to perform their duties for the Member and ii) not use or permit the use of Confidential Information other than in its capacity as a Member of the Association.
3. Compliance. The Member agrees to use no lesser degree of care to protect the Confidential Information as the Member uses to protect its own confidential information.
4. Information Not Deemed Confidential. This Agreement shall not apply to any portion of the Confidential Information that (a) becomes a part of the public domain through no fault of the Member; or (b) the Member proves was in its possession prior to the disclosure of the Confidential Information by the Association; or (c) the Member acquires outside of the relationship between the parties to this Agreement, from a third party that is lawfully in possession of such Confidential Information and under no obligation of confidence to the Association.
5. Compliance with Legal Obligations. If the Member becomes legally compelled to disclose Confidential Information, it shall provide the Association with prompt written notice of such order or obligation, and to the extent possible, an opportunity to seek a protective order or other appropriate means to preserve the confidentiality of the Confidential Information. In the event no such order is issued or no such challenge is undertaken or such challenge is unsuccessful, only that portion of the Confidential Information that is legally required to be disclosed shall be disclosed. The Member agrees that any such disclosure shall not cause any of the Confidential Information that was not required to be disclosed to fall within any exception set forth herein.
6. Miscellaneous. Neither this Agreement nor any provision hereof may be amended or modified, and no waiver hereunder may be granted, except by a written instrument signed by each of the parties hereto. Neither this Agreement nor any of the rights or obligations hereunder shall be assignable by either party without the prior written consent of the other party. This Agreement shall be binding upon and inure to the benefit of and be enforceable by each of the parties and their respective successors and permitted assigns. With respect to its subject matter, this Agreement contains the entire understanding of the parties and shall survive the termination of the Member’s membership with the Association, for whatever reasons, This Agreement shall be governed by and construed under the laws of the State of New York and the Shipping Act of 1984, as amended from time to time, without application of principles of conflicts
of laws, and any dispute or action arising under this Agreement shall be settled in the courts of the State of New York. This Agreement may be executed in counterparts, each of which shall be deemed an original, and any party may execute any such counterpart, all of which, when taken together, shall constitute one and the same instrument.
I read all the way to the bottom.
IN WITNESS WHEREOF, the parties by their duly authorized officers have executed this Agreement under seal as of the day and year first above written.
I have read and understand the above document and assert that the information provided on this form is accurate to the best of my knowledge.