RECITALS
Whereas, Party desires to receive certain confidential and proprietary information from the Company: for the sole purpose of preliminary discussions.
Whereas, the Company is willing to provide certain confidential and proprietary information for the above stated limited purpose and under the terms and conditions of this Agreement.
Party hereby agrees as followed:
1) "Confidential Information" for the purpose of this Agreement shall be defined as all information tangible or intangible, intellectual properties, investors (prospective and present) and any and all information regarding said individuals, documentation, analysis, compilations, calculations, data studies, computer software and files, memorandums, notes, reports, products, disclosed, discussed, demonstrated or exchanged by and between the Company and the Party, whether oral, written, electronic media, relating to the business of the Company, including but not limited to present and prospective Banking Investment Opportunities and/or present and prospective development projects and/or acquisitions.
2) Party shall include and individual or business entity in its authorized capacity as such, and its shareholders, directors, officers, subsidiaries, parent, partners, employees, agents, attorneys, accountants, consultants, or any other representative, and associates; whether disclosed or undisclosed.
3) Party understands, acknowledges, and agrees that all CONFIDENTIAL INFORMATION disclosed or furnished by the Company to the Party is confidential and proprietary to the Company.
4) In consideration of the disclosure of CONFIDENTIAL INFORMATION by the Company, the Party understands, acknowledges, and agrees to all stated information below:
a) To treat all CONFIDENTIAL INFORMATION in strict confidence;
b) To protect all CONFIDENTIAL INFORMATION with a high degree of care;
c) To use the CONFIDENTIAL INFORMATION solely for the limited purpose stated above;
d) Not to disclose any CONFIDENTIAL INFORMATION to any third party without the written consent of the Company;
e) Not to disclose any information, documentation, analysis, complications, calculations, data, studies, computer software and files, notes, reports, devices or products derived from, based upon and prepared by the Party from any CONFIDENTIAL INFORMATION to a third party without the express written consent of the Company;
f) To limit dissemination of CONFIDENTIAL INFORMATION to those representatives of the Party who need-to-know for the limited purpose stated above;
g) To return all CONFIDENTIAL INFORMATION provided by the Company and all forms derived from this information to the Company immediately upon request of the Company;
h) Not to copy, duplicate, or reproduce any and all CONFIDENTIAL INFORMATION;
5) The Party understands, acknowledges, and agrees that the obligations and prohibitions associated with this Agreement shall survive any expiration, termination, or cancellation of this Agreement and shall continue to bind the Party and its successors, heirs and assigns.
6) No Rights, interests, licenses, franchises, shares or options, whether expressed or implied are hereby conveyed or granted to the Party by or under this Agreement.
7) The Party understands, acknowledges, and agrees that the Company shall be entitled to all remedies available at law or equity in the event and of the provisions of this Agreement are breached. The Party agrees to indemnify the Company and hold the Company harmless for any and all damages, costs and expenses (including reasonable attorney's fees) incurred by the Company in the enforcement of the provisions of this Agreement. Therefore, the Party will be held responsible for all damages, costs and expenses that are incurred by the Company: due to the breach of this Agreement by the Party.
8) This Agreement contained the sole and entire agreement between both parties relating to the disclosure of the CONFIDENTIAL INFORMATION hereunder; and shall not be amended or altered in whole or part, except by the mutual written consent of both parties. The written consent to alter or amend this Agreement will result in an amendment to this Agreement and signed by the Party and the Company.
9) The Party agrees to not circumvent the Company in any way (directly and/or indirectly) whether or not this agreement leads to a completed transaction.
10) "Circumvent" is defined as any act or negotiation with a person or entity that is made possible by disclosure of confidential information as defined in (1). A circumvent by the Party to utilize confidential information as defined in (1); without the written consent of the Company will be deemed a "Breach of Contract" and will results in any and all remedies for the Company as defined in (11).
11) The Party agrees that the Company shall be entitled to all remedies available at law or equity in the event and if the provisions of this Agreement are "Breached". The Party agrees to indemnify the Company and hold the Company harmless from any and all damages, costs and expenses (including reasonable attorney's fees) incurred by the Company in the enforcement of the provisions of this Agreement. Therefore, the Party will be held responsible for, but not limited to all damages, loss of
revenues, loss of capital funding, loss of capital funding for associated projects, costs, and expenses that are incurred by the Company; due to the "Breach" of this Agreement by the Lender.
12) This Agreement may only be terminated by the execution of a written Mutual Consent Agreement signed by both the Party and the Company.
13) This Agreement shall be governed by; the Laws of the State of Texas, the Laws of the United States of America, and the Uniform Commercial Code as adopted by the United States Congress, and may be resolved to Binding Arbitration under the International Arbitration Association Rules and Regulations.
BY PLACING MY MARK BELOW AND INITIALING PAGES ONE (1) THROUGH THREE (3) OF THIS AGREEMENT, I, THE PARTY, ELECT TO ENTER INTO THIS AGREEMENT WITH THE COMPANY ON MY OWN FREE WILL AND UNDER NO DURESS OF ANY OTHER PARTY.
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