Bluewater Confidentiality Agreement

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mandatory document; must be signed and counter signed

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Bluewater Confidentiality Agreement

  1. 1. NONCIRCUMVENT/ NONDISCLOSURE AGREEMENT This Agreement between Bluewater Real Estate & Development LLC, with its principal place of business at 1 N Ocean Blvd #1405 Pompano Beach, Fl 33062 and [NAME], with its principle place of business at [COMPANY ADDRESS], is made and shall be effective as of ------------ , 2009. WHEREAS, Bluewater LLC and [NAME] mutually desire to commence discussions concerning the [MATTER AT HAND] relationship between the parties; and WHEREAS, in order to pursue these discussions, the parties may agree to mutual disclosures of certain data and other information which is of a proprietary and confidential nature (as defined in paragraph 1 below and referred to herein as "Confidential Information"); NOW, THEREFORE, in order to assure one another that the Confidential Information obtained by one party from the other party will not be misused, the parties have agreed and do hereby confirm that: 1. Confidential Information. For purposes of this Agreement, the term "Confidential Information" shall mean any facts, opinions, conclusions, projections, data, information, trade secrets or know-how relating to any research project, work in process, future development, engineering, manufacturing, marketing, financial or personnel matter relating to either party, its present or future products, technology, sales, customers, employees, investors, prospects, markets or business, whether communicated orally or in writing or obtained by either party through observation or examination of the other party's facilities or procedures. 2. Non-Disclosure. Each party acknowledges that irreparable injury and damage will result from disclosure to third parties, or utilization for purposes other than those connected with the proposed acquisition or other business relationship, of the other party's confidential Information. A receiving party shall not, without the prior written consent of the disclosing party, disclose any Confidential Information of the disclosing party to anyone other than directors, employees and other representatives of the receiving party for the limited purpose of deciding whether to go forward with the proposed acquisition or other business relationship and shall not use any such Confidential Information except pursuant to and in the course of deciding to go forward with the proposed acquisition or other business relationship; provided, however, that a receiving party shall not have any liability to a disclosing party under this Agreement with respect to the disclosure and/or use of any such Confidential Information as the receiving party can establish: (a) has become publicly known without breach of this Agreement or other action by the receiving party; (b) was known by or available to the receiving party prior to receipt under this Agreement, without obligation to keep it confidential; or (c) was received by the receiving party, subsequent to disclosure of such information pursuant to this Agreement, in good faith from a third party lawfully in possession thereof and having no obligation to keep such information confidential. 3. Use of Confidential Information. Each party shall keep and hold as confidential, and
  2. 2. shall require their respective employees or representatives to keep and hold as confidential, any and all Confidential Information received pursuant to this Agreement, in the same manner and with the same protection as such party maintains its own confidential information. A receiving party shall not make or use any copies, synopses or summaries of oral or written material, photographs or any other documentation or information made available or supplied by a disclosing party to the receiving party except such as are necessary for the receiving party's internal communications in connection with the limited purposes set forth in the recitals of this Agreement. Each party shall take all security precautions to protect from disclosure and keep confidential the other party's Confidential Information as may be necessary, including without limitation, protection of documents from theft, unauthorized duplication and discovery of contents, and restrictions on access by other persons to such Confidential Information. Each receiving party further agrees to indemnify each disclosing party against any loss or liability resulting from, or arising in connection with, unauthorized use or disclosure of the disclosing party's Confidential Information by the receiving party or its directors, employees or other representatives. The receiving party also agrees that it will not make any copies of any of the documents provided to the receiving party, or permit such copies to be made, which for the purposes of this Agreement means any duplication whatsoever of any documents provided or made available to the receiving party by the disclosing party, including, but not limited to, any duplication by facsimile, copy machine, or by hand. In addition, the receiving party understands and agrees that the disclosing party is solely providing documents and Confidential Information to the receiving party, and the receiving party is responsible for maintaining the confidentiality of the information contained in the materials provided and for ensuring that the documents and materials provided are kept in a secure place. All Confidential Information shall be the sole and exclusive property of the disclosing party. 4. Return of Confidential Information. The receiving party shall promptly deliver to the disclosing party, at its request at any time after termination of the discussions relating to the proposed acquisition or other business relationship, for any reason or in any manner whatsoever, any documents containing Confidential Information and any copies thereof which such party may have. 5. Retention of Legal Rights. Each party retains all rights and remedies with respect to its Confidential Information afforded it under the patent and other laws of the United States and the States thereof, including without limitation any laws designed to protect proprietary or confidential information. 6. Public Announcement. All public announcements or other statements to third parties related to the discussions referred to in the recitals of this Agreement by either of the parties shall be subject to prior approval by the other party, except for such statements as may be necessary, in the opinion of their respective counsel, to comply with the requirements of any law, governmental order, or regulation. 7. No Creation of Ownership Rights. Nothing in this Agreement, nor any action taken by either party, including, without limitation, any payment of moneys by one party to another party, during any discussions prior to the consummation of the proposed acquisition or other business relationship shall be construed to convey to either party any right, title or interest in any Confidential Information of the other party, or any license to use, sell, exploit, copy or further
  3. 3. develop in any way any Confidential Information of the other party. No license is hereby granted or implied under any patent, copyright or trademark, any application for any of the foregoing, or any trade name, trade secret or other proprietary information, in which either party has any right, title or interest. 8. Applicable Law. This Agreement and the terms and conditions hereof shall be governed and construed in accordance with the laws of the State of Massachusetts and shall be deemed to have been entered into in Suffolk County, Massachusetts. The parties irrevocably agree that all suits, actions or legal proceedings arising out of this Agreement shall be brought in the courts of the State of Massachusetts located in Suffolk County, Florida. Each party agrees that no failure or delay by any other party in exercising any right, power or privilege hereunder will operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder. The parties to this Agreement acknowledge that they have had the opportunity to be represented by counsel in the negotiation and execution of this Agreement, and therefore, it is expressly agreed that in the case of any vagueness or ambiguity with regard to any provision of this Agreement, there shall be no presumption of construction against the drafter of such provision, but instead this Agreement shall be interpreted in accordance with a fair construction of the law. Each party acknowledges that remedies at law may be inadequate to protect the other party against any actual or threatened breach of this Agreement, and without prejudice to any other rights and remedies otherwise available, each party agrees that any other party shall be entitled to seek injunctive relief in the event any other party or its representatives breach or threaten to breach this Agreement. Following the injunctive relief described in the immediately preceding sentence, the Company shall have such additional rights and remedies as may be available, at law or in equity, in the event of a breach by the Recipient of this Agreement. 9. Entire Agreement, Amendments, Prior Discussions. This Agreement constitutes the final, exclusive and complete statement of the parties agreement respecting the subject matter addressed herein. This Agreement may not subsequently be amended or modified except by a writing signed by both parties hereto. Each party hereby confirms that any information disclosed to the other, or any discussions held between them, prior to the date of this Agreement shall be subject to the terms of this Agreement. 10. Successors and Assigns; Survival. This Agreement shall be binding on, and shall inure to the benefit of, the parties to it and their respective legal representatives, successors and assigns. This Agreement shall survive the cessation of any discussions between the parties with regard to the proposed acquisition or other business relationship. 11. Bluewater, a “Facilitator”, designed to bring collaborating Groups together and fulfill development Partners; client, funding, designer and other managers in fulfilling the Applicants Program. A fee of ½% of the Equity Investment is payable from the 1st draw when the project proceeds. 12. Non-Circumvention: Each Party agrees not to directly or indirectly contact, deal with transact, or otherwise be involved with any corporation, partnership, proprietorships, trust, individuals, or other entities introduced by either Party without thespecific written permission of the introducing Party.
  4. 4. Each Party agrees not to directly or indirectly circumvent, avoid or bypass each other regarding any renewals, corporation, partnerships, proprietorships, trusts, or other entities introduced by either Party. 13. Counterparts. This Agreement may be signed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument. 14. Project/Program Management Services: Bluewater performs this Discipline on behalf of the Client/Equity Partner JV position. We are fully capable, experienced and positioned for this role throughout the world. This management service will be priced out separately for each Client/Equity Partnership. 15. Pre-Development/Pre-Construction Services: These services are available to any client to satisfy and complete the Clients needs prior to funding submission. These services to discussed, identified, priced and delivered per an agreed schedule. IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first above written. Bluewater Real Estate & Development, LLC [NAME] By:________________________ By:______________________________ [NAME] [NAME] Title: Title:

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