Case 7:22-cv-00194 Document 1-2 Filed on 06/21/22 in TXSD Page 1 of 28
`Electronically Filed
`12/28/2018 11:57 AM
`Hidalgo County District Clerks
`Reviewed By: Alexis Bonilla
`
`CAUSE NO. C-4¢0% -| yb
`
`Soberon Investments, L.L.C. d/b/a
`Restaurant La Costa Grill, and Restaurant
`Mariscos La Costa, L.L.C. d/b/a
`Restaurant Mariscos La Costa,
`Plaintiffs
`
`Vv.
`
`LuisSilva, Individually and d/b/a
`Don Marisco Restaurant, Ernesto Lozano,
`Individually and d/b/a Don Marisco
`Restaurant, and Don Marisco L.L.C.,
`Individually and d/b/a
`Don Marisco Restaurant,
`Defendants
`
`6G?6GAUGDLOD60D6O?GODORUn6G607GORGODUGDLOR
`
`In the
`
`Judicial District Court of
`
`Hidalgo County, Texas
`
`Plaintiffs’ Original Petition and Application for Temporary Restraining Order,
`Temporary Injunction, and Permanent Injunction
`
`‘
`
`TO THE HONORABLE JUDGE OF SAID COURT:
`
`NOW COME SOBERON INVESTMENTS, L.L.C. d/b/a RESTAURANTLA
`
`COSTA GRILL and RESTAURANT MARISCOSLA COSTA,L.L.C. d/b/a
`
`RESTAURANTMARISCOS LA COSTA,Plaintiffs in the above-styled and numbered cause,
`
`andfile this their Original Petition and Application for Temporary Restraining Order, Temporary
`
`Injunction, and PermanentInjunction, and, for cause ofaction, would respectfully show the
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`following:
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`I. Discovery Control Plan
`
`Discovery is intended to be conducted under Level 3 as set forth at Rule 190.4 of the
`
`Texas Rules of Civil Procedure.
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`Case 7:22-cv-00194 Document 1-2 Filed on 06/21/22 in TXSD Page 2 of 28
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`Hidalgo County District Clerks
`Reviewed By: Alexis Bonilla
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`-
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`II. Parties
`
`Plaintiff SOBERON INVESTMENTS,L.L.C. d/b/a LA COSTA GRILLisa Texas
`
`limitedliability corporation with is principal place of business in Hidalgo County, Texas.
`
`Plaintiff RESTAURANT MARISCOS LA COSTA,L.L.C. d/b/a RESTAURANT
`
`MARISCOSLA COSTAis a Texaslimited liability corporation with its principal place of
`
`business in Hidalgo County, Texas.
`
`Defendant LUIS SILVA, INDIVIDUALLY AND d/b/a DON MARISCO
`
`RESTAURANTisan individual who resides in Hidalgo County, Texas. He may be served with
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`processat his place of business located at 3513 N. Closner Blvd, Edinburg, Texas 78541, or
`
`whereverhe maybe found.
`
`Defendant ERNESTO LOZANO, INDIVIDUALLY AND d/b/a DON MARISCO
`
`RESTAURANTisan individual whoresides in Hidalgo County, Texas. He may be served with
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`process athis place ofbusiness located at 3513 N. Closner Blvd, Edinburg, Texas 78541, or
`
`wherever he may be found.
`Defendant DON MARISCO L.L.C., INDIVIDUALLY AND d/b/a DON MARISCO
`
`RESTAURANTisa Texaslimited liability corporation with its principal place of business in
`
`Hidalgo County, Texas.It may be served with process by serving its registered agent, Ernesto
`
`Lozano,at 710 Trinity Rd, Mission, Texas 78572, or wherever he may be found.
`
`Ill. Jurisdiction and Venue
`
`The damages sought are within the jurisdictional limits of the Court.
`
`Plaintiffs seeks monetary relicf in the alternative as set forth at Rule 47(c)(1)-(5) of the
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`Texas Rules of Civil Procedure. Plaintiffs further demand judgmentfor all other relief to which
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`Case 7:22-cv-00194 Document 1-2 Filed on 06/21/22 in TXSD Page 3 of 28
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`Electronically Filed
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`Hidalgo County District Clerks
`Reviewed By: Alexis Bonilla
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`they deem themselvesentitled.
`
`Venucis proper in Hidalgo County, Texas, under Section 15.002(a)(1} of the Texas Civil
`Practice & Remedies Code,in that all or a substantial part ofthe events or omissions giving rise
`
`to the claims occurred in Hidalgo County, Texas. See Tex. Civ. Prac. & Rem. Code Ann. §
`
`15.002 (West 2017).
`
`
`
`
`
`IV.GeneralAllegations
`
`Plaintiffs SOBERON INVESTMENTS, L.L.C. d/b/a RESTAURANTLA COSTA
`
`GRILL and RESTAURANT MARISCOSLA COSTA,L.L.C. d/b/a RESTAURANT
`
`MARISCOSLA COSTA,(collectively, “LA COSTA”) are sister corporations which operate
`
`restaurant businesses.
`
`Defendant LUIS SILVA, INDIVIDUALLY AND d/b/a DON MARISCO
`
`RESTAURANT(“SILVA”)is a former employee of LA COSTA. LA COSTAinitially hired
`
`SILVA in 2010 as kitchen manager for LA COSTA’s “Mariscos La Costa” restaurant in San
`
`Juan, Texas, located at 108 E Farm to Market Rd 495 c, San Juan, Texas 78589. Thereafter, on
`
`or about November 2015, LA COSTAalso hired SILVAas kitchen manager for LA COSTA/’s
`then-newly-opened restaurant in McAllen, Texas, called “La Costa Grill,” located at 3300 E
`
`Expressway 83 #1235, McAllen, Texas 78501.
`
`Uponhire at “Mariscos La Costa,” the San Juan restaurant location, SILVA executed a
`
`confidentiality agreement wherein he agreed to hold and protect LA COSTA’strade secrets and
`
`keep LA COSTA’s business information confidential. See Exh, No. “1”. Similarly, SILVA
`also executed a like confidentiality agreement for his employmentat “La Costa Grill,” the
`
`restaurant in McAllen, Texas. See Exh. No. “2”. (Collectively, the “Confidentiality
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`Case 7:22-cv-00194 Document 1-2 Filed on 06/21/22 in TXSD Page4 of 28
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`Hidalgo County District Clerks
`Reviewed By: Alexis Bonilla
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`Agreements”).
`
`Acting as kitchen manager-first for only “Mariscos La Costa” and then for both,
`
`“Mariscos La Costa” and “La Costa Grill”-SILVA wasconfided with LA COSTA’strade
`
`secrets and given access to LA COSTA’s confidential business information. The kitchen
`
`manager at LA COSTAis one ofonly a handful of people with access to trade secrets and
`
`confidential business information. SILVA accessed LA COSTA’s trade secrets and confidential
`
`information up and until the time of his employmentresignation in the fall of 2018.
`
`While still employed with LA COSTA, SILVAdivulged, published, furnished, and/or
`
`transferred LA COSTA’strade secrets and/or confidential business information to Defendants
`ERNESTO LOZANO, INDIVIDUALLY AND d/b/a DON MARISCO RESTAURANT
`
`(“LOZANO”) and DON MARISCO L.L.C., INDIVIDUALLY AND d/b/a DON MARISCO
`
`RESTAURANT (“DON MARISCO LLC”) in efforts to start a competing restaurant business
`
`together.
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`Within weeks from SILVA’s employmentresignation from LA COSTA,Defendants
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`started a restaurant called “Don Marisco Restaurant” in Edinburg, Texas.
`
`Thelocation of “Don Marisco Restaurant” is 3513 N. Closner Blvd, Edinburg, Texas
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`78541; and that is a strategic location which had been previously scouted by LA COSTAin
`
`efforts to expand its business operationsto the city of Edinburg, Texas; SILVA was aware of
`
`those efforts, and he became awareof that strategic location during, and because of, his tenure as
`
`kitchen manager for LA COSTA. Further, at that 3513 N. Closner Blvd, Edinburg, Texas 78541
`
`location, Defendants operate ‘Don Marisco Restaurant” using trade secrets and business
`
`information that is subject to the aforementioned confidentiality agreements which SILVA
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`Case 7:22-cv-00194 Document 1-2 Filed on 06/21/22 in TXSD Page 5 of 28
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`executed while employed for LA COSTA. Defendants do not have license/authorization to use
`
`LA COSTA’strade secrets nor confidential business information, and Defendants have not
`
`soughtsaid license/authorization.
`
`V. Claims
`
`Under Rule 48 of the Texas Rules of Civil Procedure,the following claimsare alleged
`
`jointly and/oralternatively, with consistent and/or inconsistent facts and remedies. The claims are
`
`as follows:
`
`A. Breach of Contract
`
`LA COSTAand SILVA entered into a contract for employment,training, exposure, and
`
`confidentiality. LA COSTAagreed to employ,train, and expose SILVA to LA COSTA’s
`
`business expertise, trade secrets, and confidential business information in exchange for SILVA’s
`
`provision of services as kitchen manager and his promise to hold, protect, and safeguard LA
`
`COSTA’strade secrets and confidential business information,including but not limited to, LA
`
`COSTA’sstrategic and developmentplans, financial statements, products, services, customer
`
`lists, vendorlists, recipes, formulas, business manuals, ideas, inventions, methods, and
`
`techniques.
`
`SILVA materially breached the agreement by revealing to LOZANO and/or DON
`
`MARISCO LLCthetrade secrets and/or confidential business information he obtained from LA
`
`COSTAandby usingsaid secrets and/or confidential information withoutprior authorization at
`
`their “Don Marisco Restaurant” in Edinburg, Texas.
`
`LA COSTAhassustained damagesandirreparable harm as a result of SILVA’s breach
`
`of the Confidentiality Agreements.
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`Case 7:22-cv-00194 Document 1-2 Filed on 06/21/22 in TXSD Page6 of 28
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`LA COSTAsues SILVAfor specific performance of the Confidentiality Agreements, as
`
`the trade secrets and/or confidential business information referenced in the Confidentiality
`
`Agreements “are of a unique character” for which LA COSTA “cannotbe reasonably or
`
`adequately compensatedfor in damages in an action at law.” See 8, Exh. No.’s | & 2.
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`In the alternative to specific performance, LA COSTA wouldassert that it has sustained
`
`damagesas a result of SILVA’s breach of the Confidentiality Agreements and that LA COSTA
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`is entitled to its reasonable and necessary attorney’s fees and court costs, as stipulated in the
`Agreements. See ] 10, Exh. No.’s 1 & 2. LA COSTAsues for all damages allowed bylaw,
`
`including butnotlimited to, restitution for lost business opportunity, lost profits, unjust
`
`enrichment, equitable disgorgement, reasonable attorney’s fees and actual damages.
`q
`gorg
`¥
`B
`
`B.
`
`Misappropriation Under Chapter 134A of the Texas Civil Practice and Remedies
`Code
`
`LA COSTAsucs Defendants for actual and threatened misappropriation oftrade secrets
`
`and/or confidential business information.
`
`Defendants have misappropriated LA COSTA’strade secrets and/or confidential
`
`business information, as the term “misappropriation”is defined in the Texas Uniform Trade
`
`Secrets Act. See Tex. Civ. Prac, & Rem. Code Ann. ch 134A (West 2017).
`
`LA COSTAis entitled to damages for Defendants’ misappropriation of LA COSTA’s
`
`trade secrets and/or confidential business information,includinglost profits, unjust enrichment,
`
`equitable disgorgement, attorney’s fees, and/or injunctive relief. Further, Defendants’
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`misappropriation of LA COSTA’strade secrets and/or confidential business information is
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`wilful and malicious, and LA COSTAis entitled to exemplary damages.
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`Case 7:22-cv-00194 Document 1-2 Filed on 06/21/22 in TXSD Page 7 of 28
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`Hidalgo County District Clerks
`Reviewed By: Alexis Bonilla
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`Defendants have misappropriated—andathreat exists that they will continue to
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`misappropriate-LA. COSTA’s trade secrets and/or confidential business information. Therefore,
`
`in addition and/or in the alternative to the aforementioned damages, LA COSTAisentitled to an
`
`injunction which conditions future use of its trade secrets and/or confidential business
`information upon payment ofa reasonable royalty in order to eliminate commercial advantage
`
`that would be derived from Defendants’ misappropriation.
`
`C. Breach of Fiduciary Duty
`
`LA COSTAsues Defendants for breach offiduciary duty. SILVA owed LA COSTA a
`
`fiduciary duty to act in LA COSTA’sbestinterests and not to divulge LA COSTA’s trade
`
`secrets and/or confidential business information, and SILVAbreachedhisfiduciary duty.
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`LOZANO and/or DON MARISCO LLCaided SILVA,a fiduciary, in breachinghis
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`duty to LA COSTA.
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`D. Tortious Interference With Existing Contractual Relations
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`LA COSTAsues LOZANO and DON MARISCOLLCforinterference with existing
`
`contractual relations.
`
`LA COSTA would show that LOZANO and DON MARISCO LLCassociated,
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`partnered, collaborated, conspired, participated and/or otherwise acted in concert with SILVA to
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`use, publish, reveal, report, transfer and/or furnish, without prior authorization, LA COSTA’s
`
`trade secrets and/or confidential business information at “Don Marisco Restaurant” in Edinburg,
`
`Texas. The aforementioned conduct by LOZANO and DON MARISCO LLChasaffected LA
`
`COSTA’s and SILVA’s contractual relation.
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`LA COSTAwould show thatit has confidentiality contracts and/or agreements with
`
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`more er ee
`
`SILVA.
`
`LA COSTAwould show that LOZANO and DON MARISCO LLCwillfully and
`
`intentionally committed the threatening acts that were calculated to damage LA COSTA and LA
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`COSTA’s contractual relation to SILVA.
`
`LA COSTAwould show that LOZANO and DON MARISCO LEC had actual
`
`knowledgeof the existence of LA COSTA’sconfidentiality contracts and/or agreements with
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`SILVA,and/or knowledge offacts and circumstances that would lead a reasonable person to
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`believe in their existence.
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`LA COSTA would show that the actions of LOZANO, and DON MARISCO LLC
`
`were the proximate cause of LA COSTA/’s harm.
`
`LA COSTA would show that it has suffered actual damage and loss because ofthe
`
`interferencewith its existing contractual relations committed by LOZANO andDON
`MARISCO LLC.
`
`|
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`E. Temporary Restraining Order and Injunctive Relief
`
`LA COSTArequests a temporary restraining order prohibiting Defendants from
`
`continuingto operate their restaurant business with the unauthorized use of LA COSTA’s trade
`secrets and confidential business information, which includes butis not limited to: LA COSTA’s
`
`menus, recipes, dish presentations, meal pricings, strategic and developmentplans,financial
`
`statements, products, services, customerlists, vendor lists, formulas, business manuals, ideas,
`
`inventions, methods, and techniques.
`
`LA COSTAfurther requests a temporary and/or permanentinjunction directing
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`Defendantsto refrain from engaging in the aforementioned conduct.
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`Hidalgo County District Clerks
`Reviewed By: Alexis Bonilla
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`LA COSTAwill suffer immediate and irreparable injury, loss, or damage if Defendants’
`
`unauthorized use of LA COSTA’strade secrets and confidential business information is not
`
`enjoined. Defendants are using, without prior authorization, LA COSTA’s trade secrets and
`
`confidential business information and will continue to engagein this activity that breaches the
`
`confidentiality agreements SILVAsigned as employee of LA COSTAunlessan injunctionis
`
`issued. The continued operations of Defendants will give them a commercial advantagethat
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`directly derives from the misappropriation and unauthorized use of LA COSTA’strade secrets
`
`and confidential business information. Defendants’ continued operations with the use of LA
`
`COSTA’strade secrets and confidential business information would causeinjury, loss, and/or
`
`damage to LA COSTAwhichis not presently ascertainable and cannotbe easily measured by
`
`any certain pecuniary standard, making injury to LA COSTAirreparable.
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`LA COSTAdoes not have an adequate remedy at law because damages cannot be
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`reasonably nor adequately calculated nor compensated. LA COSTAhasexercised duediligence
`
`in prosecuting this claim. The injury to LA COSTAif Defendants continue the conduct
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`described above would outweigh any injury the restraining order and injunction might cause, and
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`issuanceofthe restraining order and injunction would not disserve the public interest.
`
`SILVAstipulated in the Confidentiality Agreements he signed as follows:
`
`“Recipient hereby agrees that the Confidential Information referenced hereim [sic]
`are of a unique character and that the breach ofthis agreement would cause the
`Companyirreparable harm which cannot be reasonably or adequately
`compensated for in damagesin an action at law. Therefore, the Company shall be
`entitled to injunctive relief for such brach [stc] with the requirement that a bond
`be posted in addition to any other rights or remedies Company mayhaveat law or
`In equity.”
`
`See Exh. No.’s “1" and “2" at J 9.
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`F. Reservation of Rights
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`LA COSTAreserves the right to bring such other and further claims as Plaintiffs deem
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`necessary.
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`VI.Damages
`
`LA COSTAsues for specific performance and/or prohibitive and/or affirmative
`
`injunctive relicf. LA COSTAsues for damagessustained in the past and which, in reasonable
`
`probability, will sustain in the future, including, but not limited to, actual damages, pecuniary
`
`damages,lost profits, unjust enrichment, equitable disgorgement, exemplary damages, reasonable
`
`and necessary attorney’s fees, court costs and all damages allowed underthe statutory claims
`
`asserted. LA COSTAseeks compensatory, actual and/or nominal damages and punitive
`
`damages in a sum within thejurisdictional limits of this court.
`
`VII. Conditions Precedent
`
`All conditions precedent have been performed or have occurred.
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`Vill. Bond
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`LA COSTAiswilling to post a reasonable temporary restraining order bond and,if
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`required, requests the court to set such bond. Further, LA COSTAiswilling to post a bondto
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`support a temporary injunction.
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`IX.JuryDemand
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`LA COSTA demandsa trial by jury and hereby tenders the appropriate fee.
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`X.Prayer
`
`WHEREFORE, PREMISES CONSIDERED, SOBERON INVESTMENTS,L.L.C.
`
`d/b/a LA COSTA GRILL and RESTAURANT MARISCOSLA COSTA,L.L.C. d/b/a
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`Reviewed By: Alexis Bonilla
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`1
`eer ee
`
`RESTAURANT MARISCOSLA COSTArespectfully pray that:
`
`a,
`
`without notice to LUIS SILVA, INDIVIDUALLY ANDd/b/a DON
`
`MARISCO RESTAURANT, ERNESTO LOZANO, INDIVIDUALLY AND
`
`d/b/a DON MARISCO RESTAURANTand DON MARISCO L.L.C.,
`
`INDIVIDUALLY AND d/b/a DON MARISCO RESTAURANT,the Court
`
`issue a temporary restraining order restraining LUIS SILVA, INDIVIDUALLY
`
`AND d/b/a DON MARISCO RESTAURANT, ERNESTO LOZANO,
`
`INDIVIDUALLY AND d/b/a DON MARISCO RESTAURANTand DON
`
`MARISCO L.L.C., INDIVIDUALLY AND d/b/a DON MARISCO
`
`RESTAURANTandtheir officers, agents, servants, employees, independent
`
`contractors, attorneys, representatives, and those personsorentities in active
`
`concert orparticipation with them from directly or indirectly continuing to operate
`
`their restaurant business with the unauthorized useofPlaintiffs’ trade secrets and
`
`confidential business information;
`
`the Court set dates and times for a hearing on this application for temporary
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`injunction and application for permanentinjunction;
`
`LUIS SILVA, INDIVIDUALLY AND d/b/a DON MARISCO
`
`RESTAURANT, ERNESTO LOZANO, INDIVIDUALLY AND d/b/a DON
`
`MARISCO RESTAURANTand DON MARISCO L.L.C., INDIVIDUALLY
`
`AND d/b/a DON MARISCO RESTAURANTbecited to appear and answer;
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`after hearings, the Court issue a temporary injunction and thereafter a permanent
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`injunction enjoining LUIS SILVA, INDIVIDUALLY ANDd/b/a DON
`
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`-.-
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`MARISCO RESTAURANT, ERNESTO LOZANO, INDIVIDUALLY AND
`
`d/b/a DON MARISCO RESTAURANTand DON MARISCOL.L.C.,
`
`INDIVIDUALLY AND d/b/a DON MARISCO RESTAURANTandtheir
`
`officers, agents, servants, employces, independent contractors, attorneys,
`
`representatives, and those personsorentities in active concert or participation
`
`with them from directly or indirectly continuing to operate their restaurant
`
`business with the unauthorized use of Plaintiffs’ trade secrets and confidential
`
`business information;
`
`e.
`
`SOBERON INVESTMENTS,L.L.C. d/b/a LA COSTA GRILL,and
`
`RESTAURANT MARISCOS LA COSTA,L.L.C. d/b/a RESTAURANT
`
`MARISCOS LA COSTAbegranted reasonable expenses incurred in obtaining
`the restraining order and injunction, as allowed by the Confidentiality Agreements
`
`and/or the Texas Uniform Trade Secrets Act;
`
`Plaintiffs be awardedtheir attorney’s fees and court costs as allowed by the
`
`Confidentiality Agreements and/or the Texas Uniform Trade Secrets Act;
`
`Plaintiffs be awarded all damages allowed undertheir breach of contract action;
`
`Plaintiffs be awarded all damages allowed under the Texas Trade Secrets Act,
`
`includinglost profits, unjust enrichment, equitable disgorgement, exemplary
`
`damages,injunctiverelief, attorney’s fees;
`
`Plaintiffs be awarded all damages allowed underthe statutory causes of action
`
`asserted;
`
`Plaintiffs be awarded attorney’s fees;
`
`f.
`
`g.
`
`h.
`
`i.
`
`j.
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`Case 7:22-cv-00194 Document 1-2 Filed on 06/21/22 in TXSD Page 13 of 28
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`Reviewed By: Alexis Bonilla
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`i
`
`k.
`
`l,
`
`m.
`
`n.
`
`Plaintiffs be awarded compensatory damages;
`
`Plaintiffs be awarded punitive damages;
`
`Plaintiffs be awarded costs of court; and
`
`SOBERON INVESTMENTS,L.L.C. d/b/a LA COSTA GRILL,and
`
`RESTAURANT MARISCOSLA COSTA,L.L.C. d/b/a RESTAURANT
`
`MARISCOSLA COSTAbegranted all further relief to which they may be justly
`
`entitled.
`
`Respectfully submitted,
`
`DALE & KLEIN,L.L.P.
`1100 E. Jasmine, Ste. 202
`McAllen, Texas 78501
`Telephone No. 956.687.8700
`Facsimile No. 956. 687.2416
`office@daleklein.com
`
`
`/s/ William D. Mount, Jr.
`KATIE P. KLEIN
`State Bar No. 11561900
`WILLIAM D. MOUNT,JR.
`State Bar No. 14602950
`ATTORNEYSFOR PLAINTIFFS
`
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`Case 7:22-cv-00194
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`Document 1-2 Filed on 06/21/22 in TXSD Page 14 of 28
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`CONFIDENTIALITY AGREEMENT
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`This CONFIDENTIALITY AGREEMENT ts made and entered into as of this 1 day of
`November 2010 by between Restaurant Mariscos La Costa herein referred to as the
`Company and Luis Silva (herein referred as Recipient.
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`is intereted in being associated with the Company's
`WHEREAS the Recipient
`business and desires to learn about, parcipate in and be exposed to the Company’s
`services and non-public information in pursuit of a businessrelationship and/or the
`consummation ofa transaction between the Recipient and the Company.
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`they will be in receipt of confidential
`WHEREAS the Recipient agrees that
`information created, designed, gathered, ordered by and conceived by the Company
`or prepared by a third parity auch as a client, attorney, pertner, employee,
`representative, for the Company's bussiness purposes,
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`WHEREAS,the Recipient agrees that the dissemination of such Information to any
`other party could cause significant harm to te Company.
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`WHEREAS,the Company js willing to disclose information to the Reciplent subject
`to the conditions and terms hereinafter set forth.
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`NOW, THEREFOREfor good and valuable consideration, the recelp and sufficiency
`of which are hereby acknowledged, the Recipient hereby agrees asfollows.
`1,CONFIDENTIAL INFORMATION
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`For pursoses of this Agreement, Confidential Informatton shall mean all Comany
`information both written and oral,
`involving strategic and developmentplans ,
`financial statements, products and services,
`financial condition, pricing data,
`business plans, co-developer
`identities, data, bisiness records, customer lists,
`Project records, correspondence, market reports, amployee lists and employee
`information, suppliers and vendor Hsts,
`récipes,
`formulas, business manuals,
`policies and procedures, ideas, concepts, systems, practies, methods, techniques,
`processes, studies, technologies, inventions, discoverles or theory and al] other
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`108 &. FFM 495 dif, B Ste. C, San Juan, Tx 78589 (956) 7825751
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`Exhibit "1"
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`Case 7:22-cv-00194 Document 1-2 Filed on 06/21/22 in TXSD Page 15 of 28
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`information which may be disclosed by the Companyorto which the Recipirnt may
`be provided Access by the Companyor others in accordance with this Agreement,or
`which is generated as a result of or in connection with the Company’s business
`purposes which is generally not made available to the public.
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`2. RECIPIENT'S OBLIGATIONS
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`Reciplent promises and agrees to hold the Confidential Information including any
`such information developed by Recipient for the Companytn confidence.
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`‘a.
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`to protec and safeguard the Confidential Information against unauthorized
`use, publication or disclosure and not disclose same to any person or entity
`other tan employees or agents of Reciplent who need to know the
`Confidential Information and in those instances only to the extentjustifiable
`by that need.
`b. Not to use any of the Confidential Information except for the business
`purposes of the Company,
`c, Not to, directly or indirectly reveal, report, publish, disclose, transfer or
`otherwise use any of
`the COonfldential
`Information for any pupose
`whatsoever except as specifically authorized by the Company in accordance
`with this Agreement.
`d. To keep record of the Confidential Information furnished by the Company
`and its Jocation and to return upon request of the Company,all Confidential
`Information received in written or
`tangible form,
`including copies or
`reproductions within ten (10) dys of such request.
`e, That in the event that Recipient becomes legally compeled by deposition,
`interrogation, subpoena, civil
`investigative demando r similar process to
`disclose any of the information, the Recipient so compeled shall provide the
`Company with prompt prior written notice of such requirement so the
`Company may seek a protective order or ther appropriate remedy and/or
`waive compliace with the terms of this Agreement. In the event that the
`Company does not obtain Protective Order , the Rectpient agrees to furnish
`only the portion of the Confidential Information, which it is advised by
`written opinién of counselts legally required.
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`108 E. FFM 495 Edif. B Ste, C. San Juan, Tx 78589 (956) 7825751
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`f. That Recipient shall have no right to assingn its rights under this Agreemet,
`whether expressly or by operation of law, without the written consent of the
`Company, The Agreement and Recipient's obligations he reunder shall be
`binding on Representatives, permitted assigns, and successors of Recipient
`and shall inure to the benefit of the representatives, assigns and successors
`of the Company.
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`3. EXCEPTIONS
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`The confidentiality obligations hereundershall not apply to
`a.
`information which is, or later becomes lawfully obtainable from other non-
`confidential sources .
`information that was known to Recipient prior to the disclosure there of by
`Company to Reciptent; as evidenced by written records.
`Information that
`the Company waives the Recipient's duty as
`confidentiality in writing
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`to the
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`b.
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`c,
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`4, NO RIGHT TO CONFIDENTIAL INFORMATION
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`Recipient Heebybagrees And Acknowledges that no license, either express or
`implied,
`is hereby granted to Recipient by the Company to use any of the
`Confidential Information and that all Confidential Information, even if created by
`Recipient shall be the exclusive property of the Company and the Recipient has no
`right or title thereto . Company makes no representation or warranty as to the
`accuracy or completeness of the Confidential Information and Recipient agrees that
`Company andits employees and agents shall have no liability tt Reclplent resulting
`from anyuse of the Confidential Information.
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`5. INDEMNIFICATION
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`Recipient agrees to indemnity and hold harmeless the Company and its officers,
`directors, shareholders, employees and agents from and against any and all losses,
`damages, claims, llabilities, expenses, joint or several incurred or suffered by the
`Companyasa result of Recipient's breach of this Agreement,
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`108 E, FFM 495 Edif. B Ste. C, San Juan, Tx 78589 (956) 7825751
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`6. RETURN OF CONFIDENTIAL INFORMATION
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`In further consideration of the disclosure to be made by the Company, Recipient
`agrees to promptly redeliver to the Company upon request and without relieving
`Recipient of any obligation of confidentiality all written material containing or
`reflecting any Confidential
`Information (including all copies, extracts or other
`reproductions) and futher agrees that the Company shall have notliability to
`Recipient resulting from use of the Confidential
`Information. Upon request,
`Recipient shall certify to-Company that it has returned all of the Confidential
`Information.
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`7, OBLIGATIONS
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`impose any obligation upon either party to
`Nothing in this Agreement shall
`consummate a transaction, to enter into any discussion or negotiations with respect
`thereto, or to take any other action not expressly agrced to herein. Neither party
`shall have any obligation to other for any action such other party maytake o refrain
`from taking based onor otherwiseattributable to any information (whetheror not
`Constituting Confidential Information) furnished to such other party hereunder.
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`8. NO PUBLICITY
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`Neitherparty hereto shall in any way or in any form disclose, publicize or advertise
`In any mannerthediscussion that give rise to this Confidentiality Agreementorthe
`discussions or negotiations covered by this Confidentiality Agreement without the
`prior written consentof the otherparty,
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`59, REMEDIES
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`Recipient hereby agrees that the Confidential Information referenced hereim are of
`a unique character and that the breach of this agreement would cause the Company
`irreparable harm which cannot be reasonably or adequately compesated for in
`damagesin an action at law. Therefore, the Companyshall be entitled to injunctive
`relief for such brach with the requirement that a bond be posted in addition to any
`other rights or remedies Company may have at law orin equity.
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`108 E, FFM 495 Edif. B Ste. C, San Juan, Tx 78589 (956) 7825751
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`Case 7:22-cv-00194 Document 1-2 Filed on 06/21/22 in TXSD
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`Page 18 of 28
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`reproductions) and futher agrees that the Company shall hhave notliability to
`Recipient resulting from use of the Confidential
`Information. Upon request,
`Recipient shall certify to-Company that
`it has returned all of the Company
`Information,
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`7, OBLIGATIONS
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`impose any obligation upon either party to
`Nothing in this Agreement shall
`consummate a transaction, to enter Into any discussion or negotiations with respect
`thereto, or to take any other action not expressly agreed to herein. Nejther party
`shall have any obligation to ther for any action such other party maytake o refrain
`from taking base don or otherwise attributable to any information (whether or not
`vonstituting Confidential Information) furnished to such otherparty hereunder.
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`8. NO PUBLICITY
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`Neither party hereto shall in any way or in any form disclose, publicize or advertise
`in any mannerthe discussion that give rise to this Confidentiality Agreementor the
`discussions or negotiations covered by this Confidentiality Agreement without the
`prior written consentof the other party.
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`9. REMEDIES
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`Recipient hereby agrees that the Confidential Information referenced hereim are of
`a unique cardcter and that the breach of this agreement would cause tje Company
`irreparable harm which cannot be reasonably or adequately compesated for in
`damagesin anaction at law. Therefore, the Companyshall be entitled to injunctive
`relief for such brach with the requirementthat a bond be posted in addition to any
`otherrights or remedies Company may haveat law orin equity.
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`108 E. FFM 495 Edif. B Ste. C. San Juan, Tx 78589 (956) 7825751
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`Page 19 of 28
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`10, LEGAL FESS
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`If any action or law or in equity is brought to enforce or interpret the provisions of
`this Agreement, the prevailing party in such action shall be entitled to reasonable
`attorney's fees, expert witness fees end other costs in addition to any other entitled
`relief.
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`11. NO IMPLIED WAIVER
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`Company’s failure to insist in any one or more instances upon strict performace