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Small & Medium (10,000 to 1 Million Units)
Government & Enterprises (2 Million Plus)
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Non-disclosure: The following are the terms of an agreement between You and BenV Capital. By accessing, or using BenV Capital content or this Web site, you acknowledge that you have read, understand, and agree to be bound by these terms and to comply with all applicable laws and regulations. If you do not agree to these terms, please do not use this Web site or any BenV Capital content. For the purpose of these Terms, “You” shall include any reader of these terms, any and all natural or legal persons, who, directly, indirectly or by third parties interposed, are parent, subsidiary, affiliated, related or associated to You and Your directors, officers, shareholders or employees. Anyone included in this definition shall be bound by these terms and deemed to accept them. In consideration of BenV Capital providing confidential information to You as it relates to BenV Capital, you are subject to the following terms of non-disclosure: You agree that such disclosed documentation and information, is nonpublic, confidential, personal and proprietary in nature, including but not limited to the manufacturers of personal protective equipment such as respirators, surgical masks, surgical and isolation gowns, and surgical suits, hand sanitizer or other filtering facepieces as well as additional proprietary information such as trade secrets, processes, assets, employees, projects, customers, consultants, in addition to, the following, which shall include but is not limited to: (a) Any and all proprietary information of any nature or kind, technical data, trade secrets or know-how, research, business plans, environmental reports and documentations, product plans, products, services, customer lists, software, developments, inventions, processes, formulas, technology, designs, drawings, marketing, finances or other business information, company restructuring, financial planning, compilations, business opportunities, notes, memoranda, correspondence or other documents or records which are provided to You or are generated by Your review of any of the foregoing in the course of consulting with and/or discussing the enterprises of BENV and the Specific Purposes of BENV and You; (b) All communications, whether written or oral, through visual or electronic means of any kind whatsoever concerning BENV; (c) Any and all information, reports, analysis, studies, documents, computer files, trade secrets, clients lists, financial statements or any other materials or documentation given by BENV to You and all copies of same concerning BENV; and (d) Any and all information, reports, analysis, studies or other materials prepared by or acquired by You, Your affiliates, directors, officers, employees, professional consultants and/or advisors as a result of Your or Their due diligence, evaluation and/or consulting services performed by You in relation to BENV. The above-mentioned documentation and information is hereinafter referred to as “Confidential Information”. For the purposes of this Agreement, the term “Personal Information” shall also mean information about an identifiable individual. For clarity, at all times, the term “Confidential Information” shall include Personal Information. You undertake to keep said Confidential information confidential. The Confidential Information will be used by You solely for the purposes of the due diligence, evaluation and/or consulting services performed by You in relation to BenV and/or companies and persons with which You have business relationships or are developing business relationships and the Confidential Information is confidential and proprietary to BenV and will not be used, transmitted, displayed, copied or disclosed to any individual, corporation, general or limited partnership, limited liability company, joint venture, estate, trust, association or other entity or governmental body (individually and collectively, "Person"), directly or indirectly, except as expressly permitted by BenV. BenV Capital assumes no responsibility regarding the accuracy of any information that is provided by or originates from third-parties that may be featured on the BenV Website, and any use of such information is at your own risk. While the information contained on the BenV Capital Website has been obtained from sources believed to be reliable, BenV disclaims all warranties as to the accuracy, completeness or adequacy of such information. You assume sole responsibility for the use You make of the BenV Capital information to achieve Your intended results. By furnishing or providing information, BenV does not grant any licenses to any copyrights, patents or any other intellectual property rights. You will not, for a period of four (4) years from the date of this Agreement, directly or indirectly, employ or engage as a consultant or in any manner whatsoever, any person who is employed by BenV without the prior written consent of the BenV, whose sole decision shall be final and binding in its unfettered, complete, full and absolute discretion. 1. You will use commercially reasonable precautions to prevent any Person from gaining access to, using or reproducing the Confidential Information in a manner not permitted by this Agreement, including, without limitation, keeping all Confidential Information in safekeeping when not in use. 2. You shall refer any and all questions related to Confidential Information to BENV and refrain from entering into direct or indirect contact with any senior executive, director, representative, employee, customer, supplier or distributor of BENV unless You obtain the written consent of BENV in advance. 3. You agree not to solicit, directly or indirectly, nor retain the services of any director, officer or employee of BENV, nor solicit, directly or indirectly, for a purpose equivalent to the Specific Purpose, including any director, officer or employee of companies in which BENV has business relationships or is developing business relationships for a period of four (4) years from the date of this Agreement, unless You obtain the prior written authorization of BENV. 4. You will not either directly or indirectly effect or disrupt in any manner whatsoever the ongoing and completed transactions and business relationships established by BENV for a period of four (4) years from the date of this Agreement, without the express written permission from BENV. 5. You will indemnify and hold harmless BENV from any and all losses and damages (including, but not in any way limited to legal costs on a solicitor/client basis) which BENV incurs and which is caused by unauthorized disclosure or use of the Confidential Information by You. 6. You agree and acknowledges that monetary damages alone would not be a sufficient remedy in the event of the unauthorized disclosure or use of the Confidential Information or other breach of this Agreement and that BENV and/the companies with which BENV has business relationships or is developing business relationships will be irreparably and immediately harmed if any of the provisions of this Agreement were not performed strictly in accordance with their respective terms and may not be made whole by monetary damages alone. Accordingly, BENV shall be entitled to specific performance and injunctive or other equitable relief (without the posting of any bond) as a remedy for any such breach or violation by You or Your Representatives, which relief shall be in addition to all of the remedies available at law or in equity to BENV. In this regard, You agree that any effort by BENV to obtain equitable relief shall not be deemed an exclusive election of remedies and that BENV shall be entitled to seek all other remedies available at law or in equity. You acknowledge that monetary damages are difficult or impossible to quantify and is not a sufficient remedy for any breach of this Agreement by You or Your Representatives as mentioned in this Agreement and that BENV will be entitled to in addition to all of the foregoing as liquidated damages and not as a penalty the amount equal to the maximum service it should realize from such a transaction, including but not limited to all legal costs and expenses incurred to recover the lost revenue. In any action by BENV to enforce the terms of this Agreement, whether in law or in equity, You agree to reimburse BENV, for all costs and expenses, including but not limited to all attorney fees incurred on a solicitor-client basis provided that You are deemed to be in violation of the terms of this Agreement. 7. This Agreement shall inure to the benefit of and be binding upon the You and Your representatives, assigns and successors. 8. All right, title and interest in and to the Confidential Information shall remain the exclusive property of BENV. No interest, license or any right respecting the Confidential Information, other than as expressly set out herein, is granted to You, or those Representatives as mentioned in this Agreement by implication or otherwise. 9. The obligations contained in this Agreement shall survive the conclusion and termination of interest in or association with the Confidential Information. 10. If the Confidential Information is the subject of a subpoena or a demand for production of documents in connection with any suit or legal proceeding or before any governmental or administrative agency or instrumentality or any other similar proceeding, or You otherwise become legally compelled to disclose any information which You have agreed in this Agreement to keep confidential, You shall: (i) promptly so notify BENV, which notice should, if reasonably practicable, be given prior to any disclosure; and (ii) use all reasonable efforts, and cooperate with BENV, to obtain confidential treatment of such Confidential Information from the person to whom the information is disclosed by means of seeking and obtaining a protective order or other appropriate remedy or by other means. 11. You acknowledge and agree that all Confidential Information is the sole and exclusive property of BENV and BENV owns all right, title and interest in and to such Confidential Information, and any portion thereof, regardless of whether any of the Confidential Information was created, generated, developed, produced or prepared by BENV or You and regardless of whether any of the Confidential Information came into being before or after the execution of this Agreement. 12. BENV makes no representation or warranty as to the accuracy or completeness of any Confidential Information furnished by it hereunder, except to the extent that such warranties may be expressly set forth in separate definitive agreements (if any) that may be executed subsequent to this Agreement. You acknowledge and agree that You shall have no cause of action whatsoever against BENV or its respective directors, officers, employees, agents, advisors, representatives or consultants if the Confidential Information is, or is alleged to be, in any way incomplete, inaccurate or otherwise defective. 13. In the event that either party notifies the other or at any time upon the request of BENV, You shall, within five (5) days (i) return all the Confidential Information provided by BENV to You without retaining copies thereof; or (ii) at the direction of BENV, arrange for the destruction of the Confidential Information and ensure that all media through which Confidential Information has been stored is destroyed or erased; and (iii) in either case, provide a list of the names and titles of all Representatives to whom any Confidential Information had been made available. You shall confirm to BENV in a certificate delivered to BENV and signed by a senior officer of You (who confirms his or her authorization to do so) that all Confidential Information has been so returned, destroyed or erased and that no copies have been retained. You agree that the return or destruction of such Confidential Information shall not relieve You from any of Your obligations hereunder. 14. This Agreement may not be assigned by You without the prior written consent of BENV. BENV may assign this Confidentiality Agreement to any transferee or assignee of all or any part of the Confidential Information and You shall owe such purchaser or assignee all of the obligations and duties ascribed to it by the terms of this Agreement. 15. You acknowledge and agree that You are responsible and shall be held liable for the default of any of Your representatives including directors, officers, employees, agents, advisors, and/or consultants (referred to in this Agreement as “Representatives”) to comply with any provision of this Agreement. Non-circumvention: You further agree that neither You nor Your employees, affiliates or assigns, shall enter into, or otherwise arrange (either for yourself/itself/himself/herself, or any other person or entity) any business relationship, contact any person connected with the business of BenV or under contract with BenV, either directly or indirectly, or any of its affiliates, or accept any compensation or advance in relation to such opportunity except as directly through BenV, without the prior written approval of BenV. BenV is relying on Your assent to these terms and Your intent to be bound by the terms by evidence of Your acceptance. Further, You shall not disrupt, damage, impair, or interfere with the business of BenV by way of interfering or disrupting BenV’s relationships with its clients and customers. You further agree that You will not, directly or indirectly, for Yourself or on behalf of, or in conjunction with any other person, firm, partnership, or corporation, divert or take away or attempt to divert or take away, call on or solicit or attempt to solicit the clients and customers of BenV, including but not limited to those with whom You became acquainted as a result Your relationship with BenV. Business Opportunities: It is understood and agreed that any business opportunity relating to or similar to BenV’s current or anticipated business opportunities coming to the attention of You at any time during Your relationship or dealings with BenV is an opportunity belonging to BenV. Accordingly, You will advise BenV of such opportunity and shall not pursue the opportunity directly or indirectly without the written consent of BenV.
I have read, understood and agreed to the Non-Disclosure/Non-Circumvent Terms and Conditions
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