THIS AGREEMENT (“Agreement”) is made on the date of signature and completion of this form indicated by entering Initials and choosing Submit, by the entity whose First Name and Last Name are present on the form (“RECEIVING PARTY”).
In consideration of the receipt of Confidential Information from owner of the property (collectively referred to as the “Company”) as defined herein, RECEIVING PARTY hereby agrees as follows:
1. Confidential Information and Materials
(a) “Confidential Information” means non-public information that Company designates as being confidential. “Confidential Information” includes, without limitation, information identified as confidential relating to the business of the Company, the Company’s financial information, the Company’s business policies or practices, and all information received from others that Company is obligated to treat as confidential. Confidential Information disclosed to RECEIVING PARTY by any Company subsidiary, officer, director, broker, affiliate and/or agents is covered by this Agreement.
(b) Confidential Information shall not include any information that: (i) is or subsequently becomes publicly available without RECEIVING PARTY’s breach of any obligation owed Company; (ii) became known to RECEIVING PARTY from a source other than Company other than by the breach of an obligation of confidentiality owed to Company; or (iii) is independently developed by RECEIVING PARTY.
(c) “Confidential Materials” shall mean all tangible materials containing Confidential Information, including without limitation written or printed documents and computer disks or tapes, whether machine or user readable.
2. Restrictions
(a) RECEIVING PARTY shall not disclose any Confidential Information to third parties except as provided below; however, RECEIVING PARTY may disclose Confidential Information in accordance with judicial or other governmental order, provided RECEIVING PARTY shall give Company reasonable notice prior to such disclosure and shall comply with any applicable protective order or equivalent.
(b) RECEIVING PARTY shall use its best efforts to use security precautions, at least as great as the precautions it takes to protect its own confidential information, to keep confidential the Confidential Information and to only disclose it in accordance with this Agreement. RECEIVING PARTY may disclose Confidential Information or Confidential Materials only to RECEIVING PARTY’s employees, prospective purchasers, lenders or consultants on a need-to-know basis. RECEIVING PARTY will have executed or shall execute appropriate written agreements with any person receiving the Confidential Materials sufficient to enable it to comply with all the provisions of this Agreement and shall not disclose any Confidential Materials to anyone prior to first requiring execution of an agreement binding such future recipients to the obligations as set forth in this Agreement.
(c) Confidential Information and Confidential Materials may be reproduced, summarized or distributed only in as provided hereunder. RECEIVING PARTY agrees to segregate all such Confidential Materials from the confidential materials of others to prevent commingling.
3. Rights and Remedies
(a) RECEIVING PARTY shall notify Company immediately upon discovery of any unauthorized use or disclosure of Confidential Information or Confidential Materials, or any other breach of this Agreement by RECEIVING PARTY, and will cooperate with Company in every reasonable way to help Company regain possession of the Confidential Information and/or Confidential Materials and to prevent its further unauthorized use.
(b) RECEIVING PARTY shall return all originals, copies, reproductions and summaries of Confidential Information and/or Confidential Materials at Company’s request or certify destruction of the same.
(c) RECEIVING PARTY acknowledges that monetary damages may not be a sufficient remedy for unauthorized disclosure of Confidential Information and that Company shall be entitled, without waiving any other rights or remedies, to seek such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction.
4. Miscellaneous
(a) All Confidential Information and Confidential Materials are and shall remain the property of Company. By disclosing information to RECEIVING PARTY, Company does not grant any express or implied right to RECEIVING PARTY to or under Company patents, copyrights, trademarks, or trade secret information.
(b) This Agreement constitutes the entire agreement by RECEIVING PARTY with respect to the subject matter hereof. It shall not be modified except by a written agreement dated subsequent to the date of this Agreement and signed by both parties. None of the provisions of this Agreement shall be deemed to have been waived by any act or acquiescence on the part of Company, its agents, or employees, but only by an instrument in writing signed by an authorized officer of Company. No waiver of any provision of this Agreement shall constitute a waiver of any other provision(s) or of the same provision on another occasion.
(c) If Company employs attorneys to enforce any rights arising out of or relating to this Agreement, then Company shall be entitled to recover reasonable attorney’s fees. This Agreement shall be construed and controlled by the laws of the State of Tennessee, and both parties further consent to jurisdiction by the state and federal courts sitting in the State of Tennessee. Process may be served on either party by U.S. Mail, postage prepaid, certified or registered, return receipt requested, or by such other method as is authorized by the laws of the State of Tennessee.
(d) Subject to the limitations set forth in this Agreement, this Agreement will inure to the benefit of and be binding upon the parties, their successors and assigns.
(e) If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect.
(f) All obligations created by this Agreement shall survive change or termination of the parties’ business relationship.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement.