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
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
(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
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
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
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
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
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.
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
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]