THIS CONFIDENTIALITY AGREEMENT (the “Agreement”) is between [as entered and as captured by activecampaign.com], whose zip code and email address is [as entered and captured by activecampagin.com] (“Recipient”) and New Spring Lake Partners, LLC, Holmes Beach Family Tides, LLC, Signature H Property Group, LLC, and all affiliated entities, whose primary address is 100 Clubhouse Lane, Sebring, FL 33876 (collectively, the “Company”), and to which both Recipient and Company agree that this Agreement governs the terms and conditions under which the Company agrees to disclose Confidential Information (defined below) to Recipient. Recipient and the Company may be referred to individually as a “Party” and together as the “Parties”.
For and in consideration of the mutual promises and consideration provided herein, the receipt and sufficiency of is acknowledged, the Parties agree as follows:
- Confidential Information. In connection with a potential acquisition of an approximately 380-acre golf resort and surrounding developable vacant parcels of land in Sebring, Florida (the “Transaction”) and owned by the Company, Recipient may be furnished with certain Confidential Information. Confidential Information means all, or any part of, any information concerning the Transaction, the Company, or any of the Company’s affiliates, in whatever form embodied (e.g. oral, written, electronic), that is furnished to Recipient or its Representatives (as defined below), but excluding: (a) information that at the time of disclosure was part of the public domain (through a source other than Recipient); (b) information that was known by Recipient prior to disclosure by the Company.
- Treatment of Confidential Information. Recipient shall (a) use Confidential Information only for the purpose of evaluating the Transaction; (b) limit dissemination of Confidential Information only to its partners, officers, employees, representatives and advisors (collectively, “Representatives”) who have a “need to know” such Confidential Information; (c) not disclose Confidential Information to any third party except as expressly permitted in writing by the Company; and (d) advise the Company promptly in writing of any unauthorized disclosure or use of Confidential Information of which Recipient becomes aware. Recipient shall not be deemed to have violated this Agreement if Recipient or any of its Representatives discloses Confidential Information in response to a request or requirement (by deposition, interrogatory, subpoena, civil investigative demand or similar) pursuant to law or regulation to disclose any of the confidential information, provided that Recipient shall have given the Company written notice of such request or requirement within 24 hours of receipt of such notice and not less than fourteen (14) days prior to disclosure so that the Company may, if time permits, seek a protective order or other appropriate remedy or waive compliance with the provisions of this Agreement. Notwithstanding anything to the contrary herein, Recipient may make disclosures of Confidential Information to regulatory authorities having jurisdiction to examine its books and records during a routine examination without any notice to or consent from the Company or any other Party. Recipient shall safeguard the confidentiality of the Confidential Information using the same standard it employs to safeguard its own confidential information of like kind, but in no event less than a commercially reasonable standard of care.
- Transaction; Discretion. Unless and until a final, written definitive agreement regarding the Transaction has been executed and delivered, neither Party will be committed to conclude or further pursue the Transaction or any other type of business relationship by virtue of this Agreement. Each Party reserves the right, in its sole discretion, for any reason or no reason, to reject any and all proposals made to it or its Representatives with regard to the Transaction and to terminate discussions and negotiations with the other Party at any time, provided that this Agreement shall thereafter continue in full force and effect as provided herein. Notwithstanding the foregoing, or any other provision of this Agreement, the Confidentiality provisions of this Agreement survive termination of any such discussions/proposals if a Transaction is not consummated.
- Injunctive relief. A breach of this Agreement may cause the Company immediate irreparable harm and therefore the Company is entitled to seek immediate injunctive relief in addition to any other right or remedy that the Company may have at law or in equity.
- Non-circumvention. Neither Recipient nor its Representatives shall, directly or indirectly contact, deal with, transact business with, or otherwise be involved with the Seller or any entity, corporation, company, investor, proprietorship, trust, bank, or other entity (other than the Company) involved with the Transaction without the prior written consent of the Company as specifically related to the Transaction and subject matter revealed herein. In addition, the Recipient agrees that neither it nor its Representatives shall, directly or indirectly, disclose to the Seller, without the prior written consent of the Company, any financial projections, appraisal reports, valuation analysis, business strategy, and/or any other materials or Confidential Information in connection with the Transaction.
- Warranty. ALL CONFIDENTIAL INFORMATION IS PROVIDED “AS IS”. THE COMPANY MAKES NO WARRANTIES, EXPRESS, IMPLIED OR OTHERWISE, REGARDING THE ACCURACY, COMPLETENESS, PERFORMANCE, OR NON-INFRINGEMENT OF THE CONFIDENTIAL INFORMATION. THE COMPANY UNDERTAKES NO OBLIGATION TO PROVIDE THE RECIPIENT WITH ACCESS TO ANY ADDITIONAL CONFIDENTIAL INFORMATION. THE COMPANY UNDERTAKES NO OBLIGATION TO PROVIDE THE RECIPIENT WITH ACCESS TO ANY ADDITIONAL CONFIDENTIAL INFORMATION, OR TO UPDATE, OR TO CORRECT ANY INACCURACIES IN THE CONFIDENTIAL INFORMATION. THE RECIPIENT AGREES THAT NEITHER THE COMPANY NOR ANY OF ITS REPRESENTATIVES SHALL HAVE ANY LIABILITY TO THE RECIPIENT OR ANY OF ITS REPRESENTATIVES RESULTING FROM THE USE OF THE CONFIDENTIAL INFORMATION BY THE RECIPIENT OR ITS REPRESENTATIVES, EXCEPT AS MAY BE SET FORTH IN A SEPARATE DEFINITIVE AGREEMENT WITH RESPECT TO A TRANSACTION BETWEEN THE PARTIES.
- Miscellaneous. This Agreement shall be governed by and construed in accordance with, the laws of the State of Florida without regard to its conflicts of law provisions, and any dispute shall be brought in the courts sitting in Hillsborough County, Florida. If any provision of this Agreement is declared void or unenforceable, such provision shall be severed from this Agreement which shall otherwise remain in full force and effect, but only to the extent that the original intent of this Agreement would not be altered in any material respect. This Agreement may be amended only by writing executed by both Parties. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements. No delay or failure of either Party to exercise any right or remedy available to it pursuant to this Agreement shall operate as a waiver of such right or remedy.
- Term. This Agreement, and each of the obligations herein stated, shall terminate one year following the date hereof.
EXECUTED on the date as captured this _X_ day of _X_, 2024.
(Date of execution is considered effective as of today and as captured by activecampaign.com)
RECIPIENT:
By: As filled out on captured by activecampaig.com
Name: As filled out on captured by activecampaig.com
COMPANY: New Spring Lake Partners, LLC
By: _______________________________
Name: Joel Schachter
Title: In all corporate capacities for Company