Professional Documents
Culture Documents
1. Purpose. The Provider and the Recipient wish to discuss a possible transaction
(the Proposed Transaction) involving Recipient in one or more medical and legalized cannabis
cultivation, distribution, retail dispensary, and vape oils as well as all other areas of the cannabis
industry(s). In connection therewith, the Provider and Recipient will each disclose certain
Confidential Information (as defined below) to the other. The Provider and the Recipient each
agree to restrict its use and disclosure of such Confidential Information as provided herein. This
NDA is two way and shall not interfere with existing projects prior to conversations.
(i) The receiving party may disclose Confidential Information to those of its
Representatives who need to know such Confidential Information for the purpose of
(A) evaluating the Proposed Transaction or (B) performing administrative, supervisory,
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control, compliance or similar functions for the receiving party. The receiving party
agrees to cause its Representatives to whom it discloses Confidential Information to
comply with the provisions hereof as if they were named as a party hereto in lieu of the
receiving party.
(ii) The receiving party may disclose Confidential Information to the extent
necessary or desirable to establish, enforce or assert any claims or defenses in connection
with any legal proceeding by or against it.
(iv) The receiving party may disclose to any person the tax treatment and tax
structure of the Proposed Transaction and any transaction related thereto and all materials
of any kind (including opinions or other tax analyses) relating to such tax treatment and
tax structure, provided that such permitted disclosure shall not include the identity of the
parties, pricing terms or any other information not necessary to an understanding of such
tax treatment and tax structure.
(v) The receiving party may disclose Confidential Information to the extent
otherwise required by law, regulation, legal process or requested by any governmental or
regulatory authority. Except in connection with a disclosure requested by a governmental
or regulatory authority that is permitted under clause (iii) or (iv) above, to the extent
reasonably practical and not prohibited by law, regulation, legal process or governmental
or regulatory request, the Recipient agrees to (A) promptly notify the disclosing party of
such required or requested disclosure and (B) at the disclosing partys expense, cooperate
with the disclosing party to take such commercially reasonable steps as the disclosing
party may request to resist such disclosure, narrow the scope of the information to be
disclosed or restrict the persons to whom the information will be available upon
disclosure.
(vi) The receiving party may disclose Confidential Information to the extent
necessary for the purpose of soliciting prospective financiers and/or business partners
(Qualified Third Parties) in connection with the financing of and/or participation in the
Proposed Transaction, provided that such Qualified Third Parties are furnished with and
execute a confidentiality and non-disclosure agreement, including, where applicable,
non-circumvention provisions, that is, in form and substance, substantially similar to this
agreement.
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