THIS PROVIDER AGREEMENT (the "Agreement"), made effective the 20th day of October, 2018 (the "Effective Date"), is by and between DITCH THE KITCHEN INC. operating in Alberta under the registered trade name and style of DITCH THE KITCH ("Company") and the party set forth and described as Provider on the execution page of this Agreement ("Provider "), (Company and Provider are individually referred to as a "Party" and together referred to as the "Parties").
RECITALS WHEREAS Company is engaged in the business of providing an Internet-based take-out order platform called DITCH THE KITCH (the "Platform") that enables registered users thereof ("Customers") to place take-out orders for food and beverages ("Take-out Orders") with various restaurants and other businesses and to have such Take-out Orders picked up and delivered to Customers by independent contractors ("Couriers") or picked up by Customers;
AND WHEREAS Provider is a restaurant or other business that wishes to be included on the Platform and to provide the services described herein (the "Services");
NOW THEREFORE in consideration of the covenants expressed herein and the terms and conditions hereinafter set out, and the exchange of other good and valuable consideration between the Parties, the receipt and sufficiency of which is hereby acknowledged, the Parties covenant and agree as follows:
1. Scope of Agreement
(a) The terms and conditions set out and described in Schedule A hereto (the "Terms & Conditions") are hereby incorporated in and made part of this Agreement.
(b) The Terms & Conditions shall apply to all Take-out Orders picked up from Provider and delivered to Customers by Couriers or picked up by Customers through the Platform.
(c) In the event of any conflict between the Terms & Conditions and this Agreement, this Agreement shall prevail.
(d) This Agreement may only be amended, supplemented or otherwise modified by written agreement of the Parties.
2. Dispute Resolution
(a) The Parties will attempt to resolve any dispute between them arising under this Agreement through consultation and negotiation in good faith.
(b) If the Parties are unable to first resolve any dispute between them arising under this Agreement through consultation and negotiation in good faith, they agree to submit the dispute to binding mediation and must agree upon an independent mediator and the process for mediation, failing which upon the application of either Party the mediator shall be designated by a judge of the Alberta Court of Queen's Bench.
(c) During the existence of any dispute, the Parties shall continue to perform all of their obligations under this Agreement without prejudice to their position in respect of such dispute, unless the Parties otherwise agree.
3. Assignment, Binding Effect; Entire Agreement; Further Assurances
(a) Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by either Party without the prior written consent of the other Party.
(b) This Agreement shall be binding on and shall enure to the benefit of the Parties and their respective successors and permitted assigns.
(c) This Agreement (including Schedule A hereto) constitutes the entire agreement between the Parties and supersedes all other prior agreements and understandings, both written and oral, between the Parties with respect to the subject matter hereof.
(d) Each Party shall, from time to time and at all times hereafter, at the request of the other Party, but without further consideration, do all such further acts and things, and execute and deliver all such further documents and instruments and provide all such further assurances as may be reasonably required in order to fully perform and carry out the terms and intent hereof.
4. Notices; Independent Legal Advice
(a) Any notice given or made under this Agreement (excluding Take-out Order Notifications made through the Platform) must be delivered to the intended recipient by hand or email to the address or email address set out below the signature of the Party on the execution page of this Agreement, or to such other address or email address as a Party may designate in writing from time to time.
(b) Verbal communications shall not constitute formal communication or notice under this Agreement and no Party has any obligation to act on any verbal communication or instruction unless and until it is confirmed in writing. Any action taken by a Party based on any verbal communication, instruction or assurance shall be at that Party's sole risk and shall be without liability to or recourse against the other Party.
(c) Provider acknowledges that it has been advised to obtain independent legal advice with respect to this Agreement; it has obtained independent legal advice or has expressly determined not to seek such advice; and it is entering into this Agreement of its own free will with full knowledge of the contents of this Agreement and its rights and obligations under this Agreement.
5. Governing Law; Severability
(a) This Agreement will be treated as a contract made in the Province of Alberta. This Agreement will be subject to and be interpreted and enforced in accordance with the laws in effect in the Province of Alberta, including the federal laws of Canada applicable therein.
(b) Subject to the dispute resolution processes in Section 2, each Party accepts the exclusive jurisdiction of the courts of the Province of Alberta and all courts of appeal therefrom with respect to the Agreement and any associated legal proceedings between the Parties.
(c) If anything in this Agreement is unenforceable, illegal or void then it is severed and the rest of this Agreement remains in full force and effect.
(d) Where a provision of this Agreement is prohibited or unenforceable, the Parties shall negotiate in good faith to replace the invalid provision by a provision which is in accordance with applicable law and which must be as close as possible to the Parties' original intent and appropriate consequential amendments (if any) shall be made to this Agreement.
6. Counterparts; Execution
(a) This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument.
(b) The Parties shall be entitled to rely upon delivery of an executed electronic copy of this Agreement (including PDF transmitted by email), and such executed electronic copy shall be legally effective to create a valid and binding agreement between the Parties.
(c) Each person signing this Agreement as an authorized officer of a Party hereby represents and warrants that he or she is duly authorized to sign this Agreement for that Party and that this Agreement shall, upon having been so executed, be binding on that Party in accordance with its terms.
IN WITNESS WHEREOF the Parties have executed this Agreement as of the date and year first written above.
DITCH THE KITCHEN INC. operating under the registered trade name and style of DITCH THE KITCH
Per: Ronald Ala, President
ADDRESS: 8-920 28 St NE, Calgary, AB T2A 6K1
EMAIL ADDRESS: firstname.lastname@example.org
[Print Name] [Print Name of Authorized Signatory] [Signature of Authorized Signatory]
ADDRESS: 8-920 28 St NE, Calgary, AB T2A 6K1
EMAIL ADDRESS: email@example.com
4 SCHEDULE A TERMS AND CONDITIONS
The following terms shall have the respective meanings set forth below and ascribed to each of them:
"Applicable Law" means, in relation to any Person, transaction or event, all applicable provisions of Laws, statutes, rules, regulations, official directives and orders of and the terms of all judgments, orders and decrees issued by any Governmental Authority by which such Person is bound or having application to the transaction or event in question;
"Company’s Trade-marks" means all Trade-marks owned or licensed by Company;
"Confidential Information" means, with respect to a Disclosing Party, all information in whatever form, including without limitation, verbal and written communications, licenses, technical and scientific information, computer programs, business plans, trade secrets, recipes, formulae, intellectual property processes, designs, data, formulae, prototypes, specifications, know-how, improvements, inventions (whether patentable or not), techniques, customers lists, business opportunities, agreements, electronic documents, sketches, photographs, source code, research, analytics, financial and accounting books and records, specifications, reports, correspondence and other forms of documents or copies thereof that are indirectly or directly conceived, originated, prepared or received by either Party in accordance with this Agreement and as a result of the performance of the Services by Provider and which may be in any form or medium and whether or not designated as confidential (or like designation), except information falling into any of the following categories:
(a) information that the Receiving Party may demonstrate was at the time of disclosure or acquisition, already known by the Receiving Party and was not acquired under any obligation of confidentiality;
(b) information that at the time of disclosure or acquisition is or thereafter becomes part of the public domain through no act or failure to act on the part of the Receiving Party or on the part of any third party under an obligation of confidentiality with respect to the information; and
(c) information that is disclosed, either directly or indirectly, to either party via a third party who did not acquire the information under an obligation of confidentiality.
"Governmental Authority" means any federal, provincial, territorial, local or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority (to the extent that the rules, regulations or orders of such organization or authority have the force of Law), or any arbitrator, court or tribunal of competent jurisdiction;
"Governmental Order" means any order, writ, judgment, injunction, decree, stipulation, award or determination entered by or with any Governmental Authority;
"Intellectual Property Rights" means all intellectual property and industrial property rights comprising or relating to the Platform and the following: (a) Patents; (b) Trade-marks; (c) internet domain names, whether or not Trade-marks, registered by any authorized private registrar or Governmental Authority, web addresses, web pages, website and URLs; (d) works of authorship, expressions, designs and design registrations, whether or not copyrightable, including copyrights and copyrightable works, software and firmware, application programming interfaces, architecture, files, records, schematics, data, data files, and databases and other specifications and documentation; (e) Trade Secrets; and (f) all other intellectual property and industrial property rights, and all rights, interests and protections that are associated with, equivalent or similar to, or required for the exercise of, any of the foregoing, however arising, in each case whether registered or unregistered and including all registrations and applications for, and renewals or extensions of, such rights or forms of protection pursuant to the Laws of any jurisdiction throughout any part of the world;
5 "Law" means any statute, law, ordinance, regulation, rule, code, constitution, treaty, common law, Governmental Order or other requirement or rule of law of any Governmental Authority;
"Patents" means all patents (including all reissues, divisions, re-examinations, renewals, substitutions and extensions thereof), patent applications, and other patent rights and any other Governmental Authority-issued indicia of invention ownership (including inventor's certificates, petty patents and patent utility models);
"Person" means any individual, firm, corporation, company, body corporate, partnership, association, joint venture, trust, government or governmental body, agency or authority;
"Personal Information" means any information obtained through the Platform or in connection with this Agreement that
(a) identifies or can be used to identify an individual (including without limitation, names, telephone numbers, addresses, signatures, email addresses or other unique identifiers); or
(b) can reasonably be used to authenticate an individual (including without limitation, name, contact information, precise location information, access credentials, persistent identifiers and any information that may be considered personal data or personal information under Applicable Law;
"Term" has the meaning set forth in Section 11;
"Territory" means the City of Calgary in the Province of Alberta;
"Trade-marks" means all rights in and to Canadian and foreign trade-marks, service marks, trade dress, trade names, brand names, logos, trade dress, corporate names and domain names and other similar designations of source, sponsorship, association or origin, together with the goodwill symbolized by any of the foregoing, in each case whether registered or unregistered and including all registrations and applications for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection in any part of the world; and
"Trade Secrets" means all inventions, discoveries, trade secrets, business and technical information and know-how, databases, data collections, patent disclosures and other confidential and proprietary information and all rights therein.
2. Provider Services
(a) Upon receipt of a Take-out Order that has been processed by Company, Provider may accept, and upon acceptance, shall prepare the Take-out Order and, when complete, provide notification through the Platform that the Take-out Order is ready to be picked up either by third-party delivery contractors of Company ("Couriers") or by the Customer, as the case may be.
(b) Provider will accept, confirm, review, process and prepare all Take-out Orders placed through the Platform in a prompt and timely manner using the skill, care, diligence and quality control consistent with best industry practices and all Applicable Laws. Provider covenants and agrees with Company that Provider shall:
(i) take into account any Customer comments or instructions included in the Take-out Orders with respect to food allergies, sensitivities or preferences and comply with such instructions or, if not possible, advise Customer through the Platform;
(ii) immediately inform Company if it is not able to receive, accept and prepare Take-out Orders;
(iii) devote such time and attention to the performance of the Services as is required and necessary to complete the Services in accordance with the terms and conditions of this Agreement;
(iv) adhere to the policies, procedures and rules established by Company and communicated to Provider from time to time, as may be amended by Company at its sole discretion from time to time;
(v) at all times during performance of the Services cooperate with employees and other consultants of Company; and
6 (vi)observe, obey and comply with all Applicable Laws imposed by any Governmental Authority or any other duly constituted authority having jurisdiction with respect to the Services or the Parties and shall from time to time furnish Company with such evidence of compliance as Company may require.
(c) Upon completing a Take-out Order, Provider will package the same appropriately to preserve its quality and temperature during transportation, and will make the Take-out Order available for pickup and delivery by a Courier or pick up by a Customer at the designated time.
(d) Provider will be solely responsible and liable for all Customer queries, claims and complaints (each, a "Customer Issue") with respect to the Take-out Orders unless a Customer Issue arises from the gross negligence or willful misconduct of a Courier.
3. Payments and Refunds
(a) Provider will charge the total sales price for each Take-out Order (including GST) to an account that Provider maintains with Company.
(b) Subject to Section 3(c), Company will pay for Take-out Orders completed by Provider on a weekly basis, subject to change by Company, at its sole discretion, with a minimum of five (5) business days’ notice to Provider ("Payments"). Payments will be net of Company's Promotion Fee on all Take-out Orders. Company will be entitled to a promotion fee on all Take-out Orders equal to [●%] of the pre-tax subtotal for each Take-out Order (the "Promotion Fee").
(c) Should Company be required by Customer to issue a refund or a re-order of any Take-out Order, Provider will bear the full cost of that refund or re-order unless the refund or re-order is due to the gross negligence or willful misconduct of a Courier.
(d) Provider will be responsible for paying all taxes, duties, and other governmental charges incurred during its completion of Take-out Orders (excluding the Promotion Fees) and remitting the same to the appropriate governmental authorities. Provider will also be responsible for all taxes, duties, and other governmental charges on Promotion Fees, which Company will be responsible for withholding and remitting to the appropriate Governmental Authorities.
(e) Processing services for Payments will be provided by TD Merchant Solutions or such other provider selected by Company in its sole discretion and will be subject to its account and services agreements, copies of which Provider acknowledges having received. By agreeing to these Terms and Conditions, Provider agrees to be bound by the account and services agreements of TD Merchant Solutions, as the same may be modified by TD Merchant Solutions from time to time. As a condition of Company enabling processing services for Payments through TD Merchant Solutions, Provider agrees to provide Company with accurate and complete information about its business (the "Information") and authorizes Company to share the Information with such parties as Company deems necessary in its sole discretion, together with transaction information generated by Provider’s use of the payment processing services provided by TD Merchant Solutions.
4. Books and Records
(a) Provider shall maintain during the Term and any Renewal Term full and accurate records with respect to all Services performed and charged, as well as Payments received, and shall preserve such records for a period of not less than two (2) years from the expiry, or earlier termination, of this Agreement.
(b) Company and its representatives shall have the right, on seven (7) calendar days advance notice in writing to Provider and during normal business hours, to inspect all such records as may be necessary to verify or audit the calculation of Services performed and charged and Payments received by Provider. Company shall be solely responsible for the cost incurred by Company to complete the necessary audit.
5. Relationship of the Parties
(a) It is understood that nothing in this Agreement shall be deemed to constitute Provider as an agent, representative, partner or employee of Company and the Parties expressly deny such association.
(b) In performing the Services, Provider shall at all times be an independent contractor and shall have responsibility for and control of the details and means of performing the Services.
(c) The Services shall be performed by Provider under its own supervision, at its own risk and during its own hours, subject to the requirements of Customers. Provider shall provide all equipment and materials required to perform the Services and will be responsible for all maintenance, repairs or replacements for such equipment and materials if damaged in any way during the course of providing the Services.
(d) Provider acknowledges it is not entitled to any holiday or vacation pay, benefits or privileges of any kind which Company makes available to its employees. Except as instructed by Company in writing in the performance of the Services, Provider shall not be entitled or purport to bind Company or enter into any contracts or agreement with any third parties on behalf of Company, whether in performance of the Services or otherwise.
6. Intellectual Property Rights
(a) Provider acknowledges and agrees that:
(i) any and all of Company’s Intellectual Property Rights are the sole and exclusive property of Company or its licensors;
(ii) Provider shall not acquire any ownership interest in any of Company’s Intellectual Property Rights under this Agreement;
(iii) any goodwill derived from the use by Provider of Company’s Intellectual Property Rights inures to the benefit of Company or its licensors, as the case may be;
(iv) if Provider acquires any Intellectual Property Rights in or relating to the Platform or any other Intellectual Property Rights of Company (including any rights in any Trade-marks, derivative works or patent improvements relating thereto), by operation of Law, or otherwise, such rights are deemed and are hereby irrevocably assigned to Company or its licensors, as the case may be, without further action by either of the Parties; and
(v) Provider shall use Company’s Intellectual Property Rights solely for the purposes of performing its obligations under this Agreement and only in accordance with this Agreement and the instructions of Company.
(b) Subject to the terms and conditions of this Agreement, Company hereby grants to Provider a non-exclusive, non-transferable and non-sublicensable license to use Company’s Trade-marks in the Territory during the Term solely on or in connection with Provider’s performance of Services as contemplated under this Agreement. Provider will promptly discontinue the display or use of any Trade-mark to change the manner in which a Trade-mark is displayed or used when requested by Company.
(c) Provider shall not, and shall not cause or encourage Customers, Couriers or any other party to:
(i) take any action that may interfere with any of Company’s rights in or to Company’s Intellectual Property Rights, including Company’s ownership or exercise thereof;
(ii) challenge any right, title or interest of Company in or to Company’s Intellectual Property Rights;
(iii) make any claim or take any action adverse to Company’s ownership of Company’s Intellectual Property Rights;
(iv) register or apply for registrations, anywhere in the world, for Company’s Trade-marks or any other Trade-mark that is similar to Company’s Trade-marks or that incorporates Company’s Trade-marks in whole or in confusingly similar part;
(v) use any mark, anywhere, that is confusingly similar to Company’s Trade-marks;
(vi) engage in any action that tends to disparage, dilute the value of, or reflect negatively on any Company Trade-mark;
(vii) misappropriate any of Company’s Trade-marks for use as a domain name without prior written consent from Company; and
(viii)alter, obscure or remove any of Company’s Trade-marks or trade-mark or copyright notices or any other proprietary rights notices, marketing materials or other materials that Company may provide.
(d) On expiration or earlier termination of this Agreement, Provider will immediately cease all display, advertising, promotion and use of all of Company’s Trade-marks and will not thereafter use, advertise, promote or display any Trade-mark or any part thereof that is similar to or confusing with Company’s Trade-marks or with any Trade-mark associated with Company.
(a) Provider grants to Company a revocable, non-exclusive, non-assignable, royalty-free, licence to use and display on the Platform, Provider's name, trademarks, logos, location address and menu of all food and beverage items offered by Provider by way of Take-out Order, including the prices thereof and any discounts thereon, and Company agrees to do so. In granting the foregoing license, Provider represents and warrants to Company that it has all rights and necessary consents and that no third party intellectual property rights are or will be infringed by such grant.
(b) Provider will keep Company continually informed of any changes to its menu (including prices) and its days and hours of operation to ensure that the most current information in this regard is reflected on the Platform. Provider will advise its staff of its relationship with Company and its presence on the Platform pursuant to this Agreement.
8. Representations and Warranties of Company
(a) Company represents and warrants as follows to Provider and acknowledges and confirms that Provider is relying upon such representations and warranties:
(i) Company is a corporation duly incorporated and validly existing under the Laws of the Province of
(ii) Company has full power and authority to execute this Agreement, which will constitute a valid and legally binding obligation of Company enforceable against Company in accordance with its terms subject to applicable bankruptcy, insolvency and other Laws of general application limiting the enforceability of creditor’s rights and to the fact that specific performance and injunction are equitable remedies available only in the discretion of the court; and
(iii) neither the execution and delivery of this Agreement nor compliance with the terms hereof:
(i) has resulted or will result in a violation of the terms of the constating documents of Company or of any by-laws or resolutions of the directors or shareholders of Company;
(ii) has resulted or will result in a breach of, or constitute a default under any agreement to which Company is a party or by which it is bound;
(iii) has resulted or will result in a violation of any provision of any Applicable Law, the occurrence of which could reasonably be expected to have a material adverse effect on the performance of its obligations under the terms hereof; or
(iv) requires authorization, consent or approval of, or filing with or notice to, any Governmental Authority or other Person, except as have been obtained or may be obtained in the ordinary course of business.
(b) The representations and warranties of Company shall survive the execution of this Agreement and remain in full force and effect throughout the Term.
9. Representations and Warranties of Provider
(a) Provider represents and warrants as follows to Company and acknowledges and confirms that Company is relying upon such representations and warranties:
(i) Provider is duly incorporated or otherwise established and validly existing under the Laws of the Province of Alberta;
(ii) Provider has full power and authority to execute this Agreement, which will constitute a valid and legally binding obligation of Provider enforceable against Provider in accordance with its terms subject to applicable bankruptcy, insolvency and other Laws of general application limiting the enforceability of creditor’s rights and to the fact that specific performance and injunction are equitable remedies available only in the discretion of the court; and
(iii) neither the execution and delivery of this Agreement nor compliance with the terms hereof:
(A) has resulted or will result in a violation of the terms of the constating documents of Provider or of any by-laws or resolutions of the directors or shareholders of Provider;
(B) has resulted or will result in a breach of, or constitute a default under any agreement to which Provider is a party or by which it is bound;
(C) has resulted or will result in a violation of any provision of any Applicable Law, the occurrence of which could reasonably be expected to have a material adverse effect on the performance of its obligations under the terms hereof; or
(D) requires authorization, consent or approval of, or filing with or notice to, any Governmental Authority or other Person, except as have been obtained or may be obtained in the ordinary course of business.
(b) Provider has and throughout the Term shall maintain the ability to perform the Services in the manner required herein, and will immediately inform the Company if it is unable to so perform the Services; and
(c) The representations and warranties of Provider shall survive the execution of this Agreement and remain in full force and effect throughout the Term.
(a) As a result of, or in connection with any negligence, omission or willful misconduct in the performance of this Agreement by Provider, or any breach of any representation, warranty or covenant made by Provider hereunder, the Provider to the fullest extent allowed by Applicable Law:
(i) shall be liable to Company and/or any of its directors, officers, shareholders, employees, agents, consultants or others for whom Company is responsible (collectively, "Company’s Representatives") for any and all actions, suits, proceedings, claims, demands, losses, costs, damages of whatsoever nature or kind (including legal fees on a solicitor and its own client basis) and any expenses whatsoever which the Company or Company’s Representatives may suffer, sustain, pay or incur; and
(ii) as a separate and independent covenant, shall indemnify Company and Company’s Representatives for any and all actions, suits, proceedings, claims, demands, losses, costs, damages of whatsoever nature or kind (including legal fees on a solicitor and its own client basis) and any expenses whatsoever which may be brought by a third party against Company or Company’s Representatives or which any of them may suffer, sustain, pay or incur.
11. Term and Termination
(a) The Agreement shall commence on the Effective Date and shall terminate subject to the provisions of this Section 11 (the "Term").
(b) Either Party may terminate this Agreement for any reason by providing ten (10) days' written notice to the other Party hereto, and Company shall pay all amounts due to Courier hereunder up to the date of termination in accordance with the provisions set out in ●.
(c) All provisions which by their nature or terms survive termination of this Agreement, and all obligations of the Parties which arise prior to or as a result of termination of this Agreement, shall survive termination of this Agreement. The fact of termination of this Agreement shall not relieve any Party of its obligation to perform acts contemplated to be performed after termination.
12. Data Privacy
(a) For purposes of this Section 12, "Company Data" means any information that Company provides or makes accessible to Provider through the Platform, including without limitation Personal Information.
(b) Provider agrees not to access, collect, store, retain, transfer, use or otherwise process in any manner Company Data, including without limitation Personal Information, except as required to perform under this Agreement. The provider shall keep Company Data secure from unauthorized access and maintain the accuracy and integrity of Company Data in Provider's custody or control by using appropriate organizational, physical and technical safeguards. If Provider becomes aware of any unauthorized access to Company Data, Provider will immediately notify Company, consult and cooperate with investigations and potentially required notices, and provide any information reasonably requested by Company.
(c) Provider will comply at all times with all Applicable Laws regarding the collection, retention, use, processing, disclosure, transfer and protection of personal information, and all the data breach notification requirements.
(d) Provider has established and implemented policies, programs and procedures to protect the confidentiality, integrity and security of personal information in its possession, custody or control against unauthorized access, use, modification, disclosure or other misuse.
(a) No announcement shall be made by either Party on the subject matter of this Agreement unless and before agreed to in writing by the other Party or required by Applicable Law. Press releases in respect of the transactions contemplated by this Agreement shall be made only by a Party with the prior written approval of the other Party.
(b) Each Party (the "Receiving Party") shall treat any and all Confidential Information disclosed to it by the other Party (the "Disclosing Party") pursuant to this Agreement as confidential, including information concerning the Projects or the transactions contemplated hereby disclosed before or after the Effective Date.
(c) Unless otherwise agreed to herein, the Receiving Party shall not, unless authorized by the Disclosing Party to do so:
(i) copy, reproduce, distribute or disclose to any Person any of the Confidential Information, or any facts related thereto;
(ii) permit any third party to have access to such Confidential Information; or
(iii) use such Confidential Information for any purpose other than for the purpose of performing its obligations under this Agreement.
(d) The Disclosing Party hereby authorizes the Receiving Party to disclose Confidential Information to its consultants as necessary to assist the Receiving Party in exercising its rights and obligations hereunder; provided, however, that Receiving Party shall require such Persons to treat Confidential Information in a manner consistent with this Agreement.
(e) In the event that the Receiving Party is requested in any legal proceeding or by any Governmental Authority to disclose any Confidential Information, the Receiving Party shall, to the extent permitted under Applicable Law, give the Disclosing Party prompt notice of such request so that the Disclosing Party may seek an appropriate protective order. If, in the absence of a protective order, Receiving Party is nonetheless advised by counsel that disclosure of the Confidential Information is required (after exhausting any appeal requested by the Disclosing Party at the Disclosing Party’s expense and permitted under Applicable Law), the Receiving Party may disclose such Confidential Information without liability hereunder provided that only such portion of the Confidential Information required to be disclosed shall be made available.
(f) The Receiving Party acknowledges and agrees that the Disclosing Party will suffer irreparable harm in the event of any breach of the Receiving Party’s obligations under this Section 13 for which money damages would not be a sufficient remedy, and the Disclosing Party will be entitled to specific performance and injunctive relief as remedies for any such breach, plus legal fees and court costs incurred in pursuing such remedies. Such remedies will not be deemed to be exclusive remedies to the Disclosing Party for a breach of this Section 13 by the Receiving Party but will be in addition to all other remedies at Law or in equity.