Agreement
NON-DISCLOSURE AGREEMENT
This Non-Disclosure Agreement (“Agreement”) is made and entered into as of .
Receiving Party acknowledges that, in connection with the potential sale of the real property with any and all parcels included in the offering, herein the “Property”, the Property Owner, also referred to as “Disclosing Party”, and its affiliates, related companies, employees, consultants, brokers, attorneys, agents and/or representatives may be providing to the undersigned certain documents, materials, and information which it considers to be confidential in nature. Before providing any such information, Disclosing Party requires the undersigned’s written agreement to maintain strict confidentiality with respect to all such documents, materials and information and with respect to any other documents, materials and information which the undersigned or its affiliates, employees, consultants, brokers, attorneys, agents and/or representatives may receive, generate, or otherwise obtain with respect to property or business operations. Accordingly, the undersigned agrees to the following:
Definition of Confidential Information
As used herein, the phrase “Confidential Information” shall mean any and all processes, procedures, materials, documents, reports, studies, financial information, agreements, contracts, correspondence, data, contents of any of the foregoing, and information of any kind regarding the property or business operations of Property Owner which is or are not generally available to the public, regardless of their origin or source and regardless of whether they were provided by Property Owner or were otherwise received, generated, or obtained by the undersigned or its affiliates, principals, employees, consultants, brokers, attorneys, agents and/or representatives.
Non-Disclosure
Receiving Party agrees to: (i) use the same degree of care (and in no event less than reasonable care) in protecting the Confidential Information that Receiving Party would use to protect its own most confidential information of a similar nature; (ii) not to copy, publish, show, or disclose the Confidential Information to any third parties, except the Receiving Party’s personnel and agents who have a need to know related to the Purpose and who have agreed in writing to be bound by confidentiality obligations at least as protective as those set forth in this Agreement; (iii) to return the Confidential Information to Disclosing Party in accordance with Section 5; and (iv) immediately notify Disclosing Party in writing of any actual or suspected unauthorized disclosure or use of the Disclosing Party’s Confidential Information and cooperate with Disclosing Party to protect all proprietary rights in and ownership of the Disclosing Party’s Confidential Information.
Use of Confidential Information
The Confidential Information shall be used by Receiving Party solely for the purpose of a potential sale of the Property. Nothing contained herein shall be construed as requiring either party to disclose any Confidential Information to the other. Any such disclosure shall be made in the sole discretion of the Disclosing Party. RECEIVING PARTY ACKNOWLEDGES THAT THE CONFIDENTIAL INFORMATION IS RECEIVED “AS IS” FOR EVALUATION PURPOSES ONLY AND IS NOT TO BE RELIED UPON FOR ANY PURPOSE EXCEPT AS SET FORTH IN WRITING BY DISCLOSING PARTY. Disclosing Party makes no representations or warranties as to the accuracy, completeness, condition, suitability or performance of the Confidential Information, and Disclosing Party shall have no liability whatsoever to Receiving Party resulting from its use of the Confidential Information.
Reservation of Rights; Proprietary Notices; No License
All rights not expressly granted by this Agreement are retained by Disclosing Party. Each party recognizes and agrees that nothing contained in this Agreement will be construed as granting any rights to a Receiving Party, by license or otherwise, to use any of the Disclosing Party’s Confidential Information except as specified in this Agreement. Receiving Party shall not remove any copyright, trademark, service mark or other proprietary rights notice attached to or included in any Confidential Information furnished by Disclosing Party. This Agreement shall not be construed as granting the Receiving Party any license or other rights, express or implied, in or to the Disclosing Party’s intellectual property.
Return of Confidential Information
Receiving Party shall destroy or return to Disclosing Party, at Disclosing Party’s sole option, all Confidential Information that Receiving Party possesses, regardless of whether the Confidential Information is in written, graphic or machine-readable form upon the earlier of: (i) completion of Receiving Party’s review; or (ii) within five (5) business days of the request of Disclosing Party. Notwithstanding the foregoing, the Receiving Party shall not be required to remove copies of the Disclosing Party’s Confidential Information from its backup media and servers, where doing so would be commercially impracticable. In addition, the foregoing destruction and return obligation shall be subject to any retention obligations imposed on Receiving Party by law or regulation.
Injunctive Relief
Receiving Party acknowledges that Disclosing Party will be irreparably harmed if Receiving Party’s obligations under this Agreement are not specifically enforced and that Disclosing Party would not have an adequate remedy at law in the event of an actual or threatened violation by Receiving Party of its obligations. Therefore, Receiving Party agrees that Disclosing Party shall be entitled to an injunction or any appropriate decree of specific performance for any actual or threatened violations or breaches by Receiving Party or its employees and agents without the necessity of Disclosing Party showing actual damages or that monetary damages would not afford an adequate remedy.
Term
Except as provided herein, this Agreement, and all rights and obligations contained herein, shall terminate on the date that is five (5) years from the date of this Agreement (except with respect to the Disclosing Party’s trade secrets which shall be held in confidence by the Receiving Party for as long as such information remains protected as a trade secret under applicable law).
Publicity
During the term of this Agreement and at all times after the termination or expiration of this Agreement, Receiving Party shall not make any media release or other public announcement relating to or referring to this Agreement without Disclosing Party’s prior written consent. Receiving Party shall acquire no right to use, and shall not use, without Disclosing Party’s prior written consent, the terms or existence of this Agreement or the potential sale, the names, trade names, trademarks, service marks, artwork, designs, or copyrighted materials, of Property Owner, its related or subsidiary companies, parent, employees, agents, directors, shareholders, assigns, successors or licensees: (a) in any advertising, publicity, press release, client list, presentation or promotion; (b) to express or to imply any endorsement of Receiving Company or Receiving Company’s services; or (c) in any manner other than expressly in accordance with this Agreement.
General
This Agreement is not a joint venture or other such business arrangement; and any agreement between the parties as to any existing or future business activities is or will be set forth in other or subsequent written agreements, respectively. This Agreement shall be interpreted, enforced and governed by and under the laws of the State of Montana without regard to any choice of laws or conflicts of laws principles thereof. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original copy of this Agreement and all of which, when taken together, shall be deemed to constitute one and the same Agreement. This Agreement contains the entire understanding of the parties with respect to its subject matter and supersedes all prior agreements or understandings. This Agreement may not be modified except in writing signed by both Parties.
The parties hereto have executed this Agreement by their duly authorized representatives with full rights, power and authority to enter into and perform this Agreement.
