Exhibit 99.1
DocuSign Envelope ID: 96073E3C-1A51-4701-A E D8-8 D 1 7C E5AF1380 PERSONAL AND CONFIDENTIAL Dear Denver Smith, In connection with your potential appointment to the Board of ❑irectors of Innovative Food Holdings, Inc ("Appointment"), we are providing information to you concerning Innovative Food Holdings, Inc. and ifs subsidaries (the "Company"). As a condition to your being furnished such information, you agree to treat any Evaluation Material (as defined below) in accordance with the provisions of this letter agreement and to take or abstain from taking certain other actions with respect thereto as herein set forth. The term "Evaluation Material" shall mean any and all information, whether written or oral, provided by the Company or its representatives to you after March 22", 2017 related to the Appointment, which is not generally known or otherwise available to the public and shall include without limitation any and all financial statements, reports, analyses, forecasts, budgets, compilations, data, studies, products, processes, methods, know-how, specifications, services, marketing and business plans, client lists, price lists, cost information, information about employees, contracts and documents and shall also include the contents of this letter agreement and all communications between parties related to the Appointment. Evaluation Material does not include information which (i) is already in your possession prior to being furnished by the Company, provided that such information is not known by you to be subject to another confidentiality agreement with, ❑r other obligation of secrecy to, the Company or another party, (ii) becomes generally available to the public other than as a result of a direct or indirect disclosure by you; (iii) is independently developed by you or your representativees without reference to, use of or access to any Evaluation Material; (iv) after disclosure by the Company, is acquired by you or your representatives from a third party having rights in the Evaluation Material without, to your knowledge, any restrictions on its use or disclosure; (v) was released by the Company to you without restriction pursuant to the prior written approval; (vi) was in your possession prior to the date of this letter agreement; or (vii) would not be considered material to the Company. Nothing in this letter agreement shall in any way restrict any of your rights as a shareholder of the Company including, but not limited to, your ability to call a special meeting or the exerices of any other rights you are afforded as a shareholder of the Company pursuant to Florida corporation law, The Securities and Exchange Act of 1934, or any of the Company's organizational documents. You hereby agree that the Evaluation Material will be kept confidential and not be disclosed to any other party, provided, however, that (i) any disclosure of such information may be made to which the Company consents in writing and (ii) you may make any disclosures of the Evaluation Material or any other information limited hereby to the extent requested by any governmental or regulatory agency or authority having jurisdiction over you or as required by applicable law or process of law, including potential filings with governmental or regulatory agencies. If the Evalution Material is disclosed to another party through a breach of the terms of this letter agreement, you shall be responsible for any use or disclosure of the Evaluation Material by any other party. Although the Company has endeavored to include in the Evaluation Material information known to it which it believes to be relevant for the purpose of your investigation, you understand that neither the Company nor any of its representatives or advisors have made or make any representation or warranty as to the accuracy or completeness of the Evaluation Material. You agree that neither the Company nor its representatives or advisors shall have any liability to you or any of your representatives or advisors resulting from the use of the Evaluation Material. In the event that you do not proceed with the Appointment, within a reasonable time of receipt of written request therefor, you shall promptly return to the Company all written Evaluation Material prepared by the Company and you will destroy any other written material containing or reflecting any information in the Evaluation Material and destroy any Evaluation Material contained on or retrievable through the use of any electronic media (whether prepared by the Company, its advisors or otherwise) and you will not retain any copies, extracts or other reproductions in whole or in part of such written material, including any
DocuSign Envelope ID: 96073E3C-1A51-4701-A E D8-8 D 1 7C E5AF1380 PERSONAL AND CONFIDENTIAL Dear Denver Smith, In connection with your potential appointment to the Board of ❑irectors of Innovative Food Holdings, Inc ("Appointment"), we are providing information to you concerning Innovative Food Holdings, Inc. and ifs subsidaries (the "Company"). As a condition to your being furnished such information, you agree to treat any Evaluation Material (as defined below) in accordance with the provisions of this letter agreement and to take or abstain from taking certain other actions with respect thereto as herein set forth. The term "Evaluation Material" shall mean any and all information, whether written or oral, provided by the Company or its representatives to you after March 22", 2017 related to the Appointment, which is not generally known or otherwise available to the public and shall include without limitation any and all financial statements, reports, analyses, forecasts, budgets, compilations, data, studies, products, processes, methods, know-how, specifications, services, marketing and business plans, client lists, price lists, cost information, information about employees, contracts and documents and shall also include the contents of this letter agreement and all communications between parties related to the Appointment. Evaluation Material does not include information which (i) is already in your possession prior to being furnished by the Company, provided that such information is not known by you to be subject to another confidentiality agreement with, ❑r other obligation of secrecy to, the Company or another party, (ii) becomes generally available to the public other than as a result of a direct or indirect disclosure by you; (iii) is independently developed by you or your representativees without reference to, use of or access to any Evaluation Material; (iv) after disclosure by the Company, is acquired by you or your representatives from a third party having rights in the Evaluation Material without, to your knowledge, any restrictions on its use or disclosure; (v) was released by the Company to you without restriction pursuant to the prior written approval; (vi) was in your possession prior to the date of this letter agreement; or (vii) would not be considered material to the Company. Nothing in this letter agreement shall in any way restrict any of your rights as a shareholder of the Company including, but not limited to, your ability to call a special meeting or the exerices of any other rights you are afforded as a shareholder of the Company pursuant to Florida corporation law, The Securities and Exchange Act of 1934, or any of the Company's organizational documents. You hereby agree that the Evaluation Material will be kept confidential and not be disclosed to any other party, provided, however, that (i) any disclosure of such information may be made to which the Company consents in writing and (ii) you may make any disclosures of the Evaluation Material or any other information limited hereby to the extent requested by any governmental or regulatory agency or authority having jurisdiction over you or as required by applicable law or process of law, including potential filings with governmental or regulatory agencies. If the Evalution Material is disclosed to another party through a breach of the terms of this letter agreement, you shall be responsible for any use or disclosure of the Evaluation Material by any other party. Although the Company has endeavored to include in the Evaluation Material information known to it which it believes to be relevant for the purpose of your investigation, you understand that neither the Company nor any of its representatives or advisors have made or make any representation or warranty as to the accuracy or completeness of the Evaluation Material. You agree that neither the Company nor its representatives or advisors shall have any liability to you or any of your representatives or advisors resulting from the use of the Evaluation Material. In the event that you do not proceed with the Appointment, within a reasonable time of receipt of written request therefor, you shall promptly return to the Company all written Evaluation Material prepared by the Company and you will destroy any other written material containing or reflecting any information in the Evaluation Material and destroy any Evaluation Material contained on or retrievable through the use of any electronic media (whether prepared by the Company, its advisors or otherwise) and you will not retain any copies, extracts or other reproductions in whole or in part of such written material, including any DocuSign Envelope ID: 96073E3C-1A51-47C1-AED8-8D17CE5AFB80 Evaluation Material contained on or retrievable through the use of any electronic media; provided, however, that you may retain (i) a single copy of any Evaluation Material utilized in connection with a decision by you not to proceed with exploring or consummating a Appointment with the Company, (ii) copies to the extent required by applicable law or regulation, and (iii) computer records and files containing Evaluation Material which have been created by automatic electronic archiving and back-up procedures (provided that in each such case you continue to apply the protections in this letter agreement to such Evaluation Material). Any breach of this letter agreement shall be viewed as a material breach and the Company will have the right take all legal remedies available to recoup any damages directly or indirectly associated with such breach. You acknowledge that monetary damages would be inadequate compensation for any breach of this agreement and any such violation or threatened violation will cause irreparable injury to the Company and that, in addition to any other remedies that may be available, in law, in equity or otherwise, the Company shall be entitled to obtain injunctive relief against any actual or threatened breach of this Agreement without posting any bond. You acknowledges and agree that,you shall with respect to any Confidential Information of the Company abide by the Securities Exchange Act of 1934, as amended, and specifically, Rule 10b-5 and Regulation FD issued by the Securities Exchange Commission. You agree that he you will not trade any securities of the Company while in possession of Confidential Information that would be deemed material non-public information about the Company This letter agreement shall be governed by, and construed in accordance with, the laws of the State of Florida. Very truly yours, Innovative Food Holdings, Inc. ,---OocuSigned by! Wkr6SL By:`.--tiBF0067.58£254a4 Name:Sam Klepfi sh Title:CEO Confirmed and Agreed to: By: Name:Novo- S-NO Entity Name: Title: Date:, 2017