COMPLETE THIS NDA: NON-DISCLOSURE NON-CIRCUMVENTION AGREEMENT
We require that you agree to the provisions in this digital form in connection with our release to you of certain written and verbal information considered “Confidential” and your possible interest in participating in an investment in or other venture (the “Transaction”) with Vernonville Asset Management LLC (“VAM”) or any of its affiliates.
- For purposes of this letter, “Information” includes:
- All written information that is marked “confidential” and any non-public, confidential or proprietary information you obtain in connection with your review of such written information and/or that you otherwise receive from VAM or on its behalf,
- information about the structure, and the terms and conditions, of the Transaction and any non-public, confidential or proprietary information otherwise relating to your potential or actual participation in the Transaction,
- any analyses, compilations, studies or other documents prepared by VAM that contain or otherwise reflect such information, and
- the fact that the Information has been made available and discussions or negotiations are taking place concerning the Transaction, and any of the other facts with respect to the Transaction (including the status thereof).
Information shall not include, however, any such information that (a) through no fault or action by you, is a matter of general public knowledge or has been or is here after published in any source generally available to the public, (b) is already in your possession as evidenced by your prior written records, or (c) has been or is hereafter received by you from a third party that, to the best of your knowledge, is not prohibited from disclosing such information to you by a contractual, legal or fiduciary obligation to VAM.
2. You agree (a) to treat all Information confidentially on the terms of this letter, (b) not to disclose any Information to any person except as permitted by this letter, and (c) to use the Information only for the purpose of considering whether you are interested to participate in the Transaction.
3. The Parties involved in transactions may learn from one another, or from principals, the names and telephone numbers of investors, borrowers, lenders, agents, brokers, banks, lending corporations, individuals and/or trusts, or buyers and sellers hereinafter called “contacts”. The Parties with this knowledge accept and agree that the identities of the contacts will be recognized by the other Parties as exclusive and valuable contacts of the introducing Party and will remain so for the duration of the Agreement.
4. The Parties agree to keep confidential the names of any contacts introduced or revealed to the other Party and their firm, company associates, corporations, joint ventures, partnerships, agents, divisions, subsidiaries in an addendum for each project. The employees, agents, heirs, designees, or consultants will not contact, deal with, negotiate or participate in any transaction with any of the contacts, without first entering a written Agreement with the Party(ies) who provided such contact unless that Party(ies) gives written permission. Such confidentiality will include names, addresses, telephone, telex, facsimile numbers, and/or other pertinent information disclosed or revealed to either Party(ies) such as bank accounts, code, or references.
5. You may disclose the Information (a) only to your directors and senior officers to the extent such persons need to know the Information to evaluate whether you will proceed with the Transaction and, if you decide to proceed with the Transaction, to assist in participating in the Transaction, (b) to any other person but only with VAM’s prior written consent (it being understood that VAM may require as a condition precedent to it giving such consent that such person(s) agree in writing to be bound by this letter or substantially similar terms), or (c) as provided, and subject to the conditions, in Paragraph 6
6. If you become legally compelled to disclose any of the Information pursuant to applicable law or a subpoena, court process or lawful order of a governmental agency or regulatory body having jurisdiction over you, you shall use your best efforts to provide VAM with notice of such event promptly upon your obtaining knowledge thereof so that VAM may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this letter. If no protective order or other remedy is obtained, or if VAM does not grant such a waiver, you shall disclose only that portion of the Information that you are legally compelled to disclose and shall do so in a manner reasonably designed to preserve the confidential nature of the Information.
7. You shall (a) inform any persons referenced in paragraph 3 to whom Information is disclosed of your obligations in respect of the Information, (b) advise and direct such person to treat the Information confidentially to the same extent as is required of you hereunder and not to use the Information except in connection with the Transaction,(c) instruct your legal advisor that is an outside firm and your public accountants to so advise and direct each of the persons within such firm to whom Information is disclosed, and (d) be responsible for any breach by any such person of such directions and instructions.
8. If discussions with you concerning your potential participation in the Transaction are discontinued or your participation in the Transaction is otherwise terminated, you shall deliver to VAM or destroy, and you shall certify to VAM that you have delivered to VAM or destroyed, all Information and all correspondence and related documentation pertaining thereto. All of your obligations hereunder and all of our rights and remedies hereunder shall survive any such return or destruction of the information.
9. You acknowledge that disclosure of the Information in violation of the terms of this letter could have serious consequences, and agree that, in the event of any breach by you or your Representatives of this letter, VAM will be entitled to equitable relief (including injunction and specific performance) in addition to all other remedies available to them at law or in equity.
10. You hereby agree that, without the participation of VAM, you will not engage in any transaction in which you or any of your affiliates will acquire or arrange for any other person to acquire any of the real property or loan assets which are proposed to be included in the Transaction.
11. Delivery of an executed counterpart of this letter by telefacsimile shall constitute effective delivery of this letter. The terms of this letter cannot be amended except in an agreement in writing signed by you and VAM. This letter shall be governed by the laws of the State of Texas.
12. Your agreements and undertakings hereunder shall continue from the date of this letter until the expiration of three years from the date of the introduction of the Information to you.
If you agree with the foregoing, please execute this letter in the place indicated below.
Electronically signed by:
Vernonville Asset Management, LLC
By: Eric S. Tait M.D., MBA – President
ACCEPTED AND AGREED as of the date submitted.