CONFIDENTIALITY AGREEMENT

 

CONFIDENTIALITY and NON-CIRCUMVENTION AGREEMENT

This Agreement is to be read and understood fully by any interested parties (collectively, The Parties) in order to evaluate or enter into a contemplated business relationship or investment in RQR Limited Cooperative Association (RQR).  Either Party may disclose to the other certain Confidential Information as defined herein, or otherwise, and each shall be secure in offering this information without fear of disclosure to outside parties, competitors, etc.

RQR Limited Cooperative Association (RQR) is a Utah buying cooperative run nationally and beyond for the benefit of a limited number of members.  A Limited Cooperative Association is a legal hybrid which allows investors, as well as members to own Certificates of Ownership (shares) in RQR.  Potential Members, qualified investors and full members may have an interest in investing in RQR.  Of the 2,000 total Certificates or Ownership (CO’s), our goal is to place 360 CO’s, with an initial buy-in of $17,500 USD per CO in the first 3 years of operation.  This investment figure will likely rise significantly over time, as the value will increase with increased usage and membership in RQR

A Potential Investor (PI), after review of the website, informational materials sent them, conversations made and who can attest that his or her personal net worth and investor acumen meet the SEC standards as an Accredited investor*, is interested in reviewing the possibility of investing in RQR.   Since the tightening of the SEC rules concerning qualified investors, PI must provide proof of qualifications to RQR.

RQR agrees that all information exchanged about the finances of PI including any personal information or any information PI may provide in asserting their “Accredited Investor” status with the SEC, are to be used only for “in house” acceptance of said investment.  Information will NEVER be sold or used outside of secure storage in case of an SEC inquiry.  It is understood that in the unlikely event the SEC calls, this information will be shared only with them under strict and secure conditions.

PI agrees that they shall not directly or indirectly:  Divulge confidential or proprietary information or trade or application secrets of RQR, including RQR’s methods and techniques for client marketing, plans for present or future products or services, etc;  To circumvent any relationship or planned relationship associated with the divulged plans as provided to PI;  To induce or entice any persons or clients to leave the employ, membership or services of RQR or to interfere or circumvent any negotiation or relationship with manufacturers or suppliers; without the prior written consent of RQR, which consent may be withheld at sole discretion of RQR, or in any way interfere with contractual relationships of any type.  Further, PI shall not, during the term of this Agreement, directly or indirectly through a third party, engage in the planning or marketing of a membership paradigm or other services that is in competition with the current or planned products or services offered for sale or as a member benefit by RQR or any Brand associated thereto.  PI may discuss this opportunity with key people within their organization or their qualified advisors with the understanding that PI has control over said persons, that this agreement applies to said persons and that PI is responsible for the behavior of said persons.  If this is not acceptable, please discontinue this review.

To protect RQR’s trade secrets and proprietary and confidential information and the business advantage available to RQR and its members by reason of such trade secrets and proprietary and confidential information, PI shall keep strictly secret and confidential all such trade secrets and proprietary and confidential information.

If PI breaches any of the provisions and if PI and RQR cannot or do not resolve the breach to the satisfaction of RQR upon the expiration of the ten (10) day notice of such breach, RQR shall be entitled, upon application to the court, to a preliminary restraining order and permanent or temporary injunctions restraining PI from breaching this Agreement. It is understood by the parties that no amount of money would adequately compensate RQR for damages, which the parties acknowledge would be suffered as a result from disregarding this Agreement.  It is agreed that RQR shall be entitled to specific performance of this Agreement.  However, nothing contained herein shall be construed as prohibiting RQR from pursuing such other remedies available to it for the breach or threatened breach hereunder, including recovery of damages under contract or at law from the PI.  The venue for any such claim or action shall be in Utah courts.

Should the PI decide not to invest in RQR, he or she agrees to honor this agreement for a minimum of 3 years. Should the relationship between PI and RQR develop into an investment relationship, this Agreement shall inure to the investor for an indefinite period, spanning the entire time of investment and for 3 years thereafter, regardless of how the relationship ends or terminates.

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