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Non-Disclosure Agreement

    This Financial Information Non-Disclosure Agreement, hereinafter known as the “Agreement”, is made by and between Kaufman Hagan Commercial Real Estate, having a mailing address of 2245 Curtis Street, City of Denver, State of Colorado, hereinafter known as the “Releasor”, and Wisnia Capital & its Direct Investment Partners, hereinafter known as the 'Recipient'. Collectively, the aforementioned Releasor and Recipient shall be known as the “Parties”, agree as follows:

    1. Definition of Confidentiality. As used in this Agreement, "Confidential Information" refers to any information which has commercial value and is non-technical information relating to potential investment opportunities supplied to Recipient by Releasor, including without limitation pricing, margins, strategies, finances, financial and accounting data and information, sales and marketing plans, future business plans and any other information which is proprietary and confidential to Releasor.

    2. Non-Disclosure and Non-Use Obligations. Recipient shall maintain in confidence and agrees not to disclose, disseminate or use any Confidential Information belonging to Releasor, whether or not in written or verbal form. Recipient agrees that Recipient shall treat all Confidential Information of Releasor with at least the same degree of care as Recipient accords its own confidential information. Recipient further represents that Recipient exercises at least reasonable care to protect its own confidential information. If Recipient is not an individual, Recipient agrees that Recipient shall disclose Confidential Information only to those of its associates who need to know such information, and certifies that such associates have previously signed a copy of this Agreement.

    3. Survival. This Agreement shall govern all communications between the parties. Recipient understands that its obligations under Paragraph 2 ("Non-Disclosure and Non-Use Obligations") shall survive the termination of any other relationship between the parties. Upon termination of any relationship between the parties, Recipient will permanently delete, without retaining any copies, all documents and other materials furnished to Recipient by Releasor.

    4. Governing Law. This Agreement shall be governed in all respects by the laws of the United States of America and by the laws of the State of Colorado, as such laws are applied to agreements entered into and to be performed entirely within the State with respect to its residents.