Non-Disclosure Agreement
This Non-Disclosure Agreement (this "Agreement") is made today (the "Effective Date") by and between prospective buyer (Full Name and signature below) ("Receiving Party"), and Vip Shah, of JP Capital Solutions ("Disclosing Party").
WHEREAS, the Disclosing Party possesses certain confidential information relating to commercial real estate investment opportunities (the "Confidential Information");
WHEREAS, the Disclosing Party desires to disclose such Confidential Information to the Receiving Party for the limited purpose of presenting potential investment opportunities to the Receiving Party's clients (the "Permitted Purpose");
WHEREAS, the Receiving Party is willing to receive such Confidential Information and agrees to treat it as confidentialin accordance with the terms of this Agreement;
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained,
the parties agree as follows:
Definition of Confidential Information. "Confidential Information" shall include, but not be limited to, information regarding potential commercial real estate deals, including property details, financial information, offering memorandums, marketing materials, and any other information disclosed by the Disclosing Party to the Receiving Party, whether orally, in writing, electronically, or in any other form.
Obligations of Receiving Party. The Receiving Party agrees:
-To hold the Confidential Information in strict confidence and to take all reasonable precautions to protect it from unauthorized disclosure.
-To use the Confidential Information solely for the Permitted Purpose and not for any other purpose whatsoever.
-Not to disclose the Confidential Information to any third party without the prior written consent of the Disclosing Party, except to the Receiving Party's employees, agents, or advisors who have a need to know such information for the Permitted Purpose and who are bound by confidentiality obligations at least as restrictive as those contained herein.
-To promptly notify the Disclosing Party upon discovery of any unauthorized use or disclosure of the Confidential Information.
Exclusions. The obligations under this Agreement shall not apply to information that:
-Is or becomes generally available to the public other than as a result of a disclosure by the Receiving Party or its representatives in violation of this Agreement.
-Was already known to the Receiving Party prior to its disclosure by the Disclosing Party, as evidenced by written records.
-Is rightfully received by the Receiving Party from a third party without any obligation of confidentiality.
-Is independently developed by the Receiving Party without use of or reference to the Confidential Information.
-Is required to be disclosed by law, regulation, or court order, provided that the Receiving Party provides the Disclosing Party with prompt written notice of such requirement to allow the Disclosing Party to seek a protective order or other appropriate remedy.
Ownership of Confidential Information. The Disclosing Party acknowledges and agrees that all Confidential Information shall remain the sole and exclusive property of the Disclosing Party. Nothing in this Agreement shall be construed as granting the Receiving Party any license or other right of any kind with respect to the Confidential Information, except for the limited right to use it for the Permitted Purpose.
Compensation. In the event that any real estate transaction presented by the Disclosing Party to the Receiving Party's clients, close, the Receiving Party agrees to compensate the Disclosing Party with a fee equal to two percent (2%) of the gross transaction value. The terms and timing of such compensation will be mutually agreed upon in a separate written agreement upon the closing of any such transaction.
Term and Termination. This Agreement shall commence on the Effective Date and shall continue for a period of one (1) year, unless earlier terminated by either party upon thirty (30) days written notice to the other party. The obligations of confidentiality under this Agreement shall survive any termination of this Agreement.
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of laws principles.
Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals, whether oral or written.
Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Non-Disclosure Agreement as of the Effective Date