Agreement of Non-Disclosure

The confidential business information being discussed and/or presented is intended only for interested, qualified, prospective business partners, contractors, dealers, or employees and their legal representatives for the purpose of allowing those parties to discuss and/or review any part of Island Bedding & Furniture's business operations or financial data.

It is the intention of Island Bedding & Furniture to conduct all negotiations and disclosures in connection with doing business with Island Bedding & Furniture as a partner, contractor, dealer, or employee on a highly confidential basis. This is to preclude any disturbance to any customer, vendor, or other prospective business partner, contractor, dealer, or employee or any rumors to arise in the market place that might be damaging to the business. This proprietary information is not to be given to or used by any current or future competitor in the mattress manufacturing industry.

Accordingly, you acknowledge that all information disclosed by or about Island Bedding & Furniture is of a highly sensitive and confidential nature and the receipt of which, by you, places you in a special position of trust with respect to Island Bedding & Furniture and its agents. You further agree not to disclose any facts learned about Island Bedding & Furniture's business to any third party, including, but not limited to, employees, customers, suppliers, competitors, landlords, or any other person(s). The information and/or records about Island Bedding & Furniture obtained by you shall not be used for competitive use in any business, present or future. It is understood that information disclosed to others could cause a loss of business, and/or create injury in employee/employer, vendor, partner, contractor, and/or dealer relationships. Excepted from this is information (1) which is or becomes public knowledge or is in the public domain: (2) which was developed by you and in his/her possession prior to the introduction of the business to you.

You acknowledge that this agreement shall be legally binding upon you, your officers, principals, partners, stockholders, consultants, employees, family, agents, and all successors and assigns and others who might be involved in the analysis and evaluation of the business relationship for you. The information which is being provided to you has been furnished by Island Bedding & Furniture and, while it is considered to be accurate and reliable, cannot be guaranteed. The prospective partner, contractor, dealer, or employee should, therefore, carefully evaluate all information to make his own independent decisions.

You acknowledge that you are entering into discussions about a prospective business relationship with Island Bedding & Furniture as a partner, contractor, dealer, or employee and that you are aware of the potential risk in any business dealing. The prospective business party should obtain such professional assistance from his independent accounting, legal and/or financial advisor as he deems appropriate before entering into any binding business contract.

Both Island Bedding & Furniture and the prospective business partner, contractor, dealer, or employee, in turn acknowledge the confidentiality of both parties in this potential transaction and agree to not disclose, without prior approval of the other party, the names of the prospective business partner (you) or any information received from or regarding him, or the details of any offer or business contract from or through you, and to conduct all negotiations only with or through you or your designated legal counsel.

You agree that all negotiations in connection with a business relationship as a partner, contractor, dealer, or employee with Island Bedding & Furniture will be conducted through Island Bedding & Furniture only, and further agree to return within 3 days any and all information received by you in the event that you or the principals represented by you have no further interest in entering into a business relationship as a partner, contractor, dealer, or employee, or at the request of Island Bedding & Furniture upon it having no further interest in entering into a business relationship with you.

The prospective business partner, contractor, dealer, or employee attests that if he is an employee or agent of any government agency and has solicited or received any information about Island Bedding & Furniture, it is solely for the purpose of making a decision to enter into a business contract and that such information is not being solicited or being used for any investigative purposes.

It is understood that if the prospective business partner, contractor, dealer, or employee breeches any of these covenants, Island Bedding & Furniture shall have the right to enjoin the party from any further breech of this agreement, in addition to any other legal remedies available to the Island Bedding & Furniture including, but not limited to, actual and punitive damages plus court costs and attorneys fees. This agreement shall terminate two (2) years from the date of acceptance.

Accpetance of this agreement begins the day on which you submit your Request for More Information. Upon submitting this request, you agree to the terms and conditions set forth in this Agreement of Non-Disclosure. Any breech of said terms and conditions will result in immediate termination of any relationship with you, your contractor, dealer, or employee, and the immediate termination of any prospective business venture.

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