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Sample Mutual Vendor Confidentiality Agreement
CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT
This Agreement is made and entered into this ___ day of ______ 20__, between
_______________________________, (“Recipient”) with offices located at
_____________________________________, and Farmers Group, Inc. (collectively “Discloser”), with
offices located at 4680 Wilshire Boulevard, Los Angeles, California 90010.
Recipient and Discloser, by this Agreement, have entered into a relationship under which Discloser may
disclose to Recipient, as a bona fide lender or lienholder as to customers and policyholders of Discloser,
Confidential Information of Discloser. The purpose of such disclosure is to enable Recipient to evaluate
compliance by borrowers under the borrowers’ debt instrument(s) held by Recipient based on the records of
Discloser, without the benefit of a further agreement governing the treatment of information requested by
Recipient and given by Discloser.
Discloser and Recipient agree as follows:
1. Confidential Information Defined. As used in this Agreement the term “Confidential Information”
means all non-public information pertaining to Discloser or its Affiliate, whether written, oral, recorded on
tapes or in any other media or format, as described below:
a. Confidential Information includes, without limitation, product drawings, specifications, bills of material,
manufacturing information, business or marketing information, strategies or plans, computer hardware,
computer software and data or reports, employee data, vendor and customer lists, independent contractor or
agent lists, Customer Information as described in subsection (b) below, financial statements, information
concerning accounts receivable and payable, trade secrets, or material (proprietary information or material
being tangible or intangible information or material owned by Discloser or its Affiliates(s) (as defined below),
or in which Discloser or its Affiliate(s) has any right of ownership, for example as lessee or licensee),
information pertaining to plans or acquisitions, research and development efforts, business forecasts, other
clients if such information would, to a reasonable person, appear to be confidential. The term “Affiliate(s)”
means and shall include any existing or future “person” (as hereinafter defined) that directly or indirectly,
through one or more intermediaries, controls, is controlled by, or is under common control or management
with the Discloser, where “control” or “controlled” or “controlling” means and shall be deemed to exist if a
person possesses, directly or indirectly, the power to direct or cause the direction of the management and
policies of such other person, either through contract, or by owning a controlling interest of the voting rights
or the equity capital of such other person or of other ownership interests, or otherwise possesses or is able
to exert a controlling influence over such other person by virtue of (i) having the ability to elect a majority of
the board of directors of such other person, (ii) having the ability to appoint the management of such other
person, (iii) having a contract to manage such other person (including reciprocal or inter-insurance
exchanges and mutual insurers), (iv) having the power to direct the day-to-day business or affairs of such
other person, (v) being appointed to act as attorney-in-fact for such other person, or (vi) control through other
comparable means (including conforming to the local definition of control, if any). The term “person” means
an individual, firm, corporation wherever incorporated, trust, joint venture (whether or not having a separate
legal existence), partnership, limited liability company, association (whether incorporated or note), or any
other entity, or subdivision, agency, or authority thereof, as the case may be.
b. "Customer Information" includes any non-public, private or personal information (as defined by the
Gramm-Leach-Bliley Act or other laws on privacy of personal information) related to a customer or that can
be identified with respect to a customer, including the fact that an individual is a customer of the Discloser or
an Affiliate(s). With respect to such non-public private or personal information received from Discloser, or an
Affiliate(s) such information shall be
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