THIS CONFIDENTIALITY AGREEMENT (this "Agreement") is entered into by
and between ________________________ a Florida Corporation,
("Disclosing Party")
and _________________________, a Florida Corporation, ("Receiving
Party").
INTRODUCTION
WHEREAS, Disclosing Party possesses certain confidential proprietary
information;
and
WHEREAS, in connection with the pursuit, evaluation and/or feasibility
of a proposed
real estate transaction between Receiving Party and Disclosing Party,
or if the
Disclosing party is an agent, the Disclosing Party's principal
(collectively, the
"Business Purposes"), confidential proprietary information of
Disclosing
Party may become available to Receiving Party.
WHEREAS, Disclosing Party desires to prevent the unauthorized use and
disclosure
of its confidential proprietary information.
NOW THEREFORE, in consideration of these premises and for other good
and valuable
consideration, Receipt of which is hereby acknowledged, the parties
agree as follows:
I. "Confidential Information". For purposes of this Agreement,
Confidential
Information shall mean all information which may be disclosed by
Disclosing Party
or to which Receiving Party may be provided access by Disclosing Party
or others
in accordance with this Agreement, or which is generated as a result of
or in connection
with the Business Purposes, which is not generally available to the
public.
II. Nondisclosure Obligations. Receiving Party promises and agrees to
receive and
hold the Confidential Information in confidence. Without limiting the
generality
of the foregoing, Receiving Party further promises and agrees:
A. to protect and safeguard the Confidential Information against
unauthorized use,
publication or disclosure;
B. not to use any of the Confidential Information except for the
Business Purposes.
C. not to, directly or indirectly, in any way, reveal, report, publish,
disclose,
transfer or otherwise use any of the Confidential Information except as
specifically
authorized by Disclosing Party in accordance with this Confidentiality
Agreement.
D. not to use any Confidential Information to unfairly compete or
obtain unfair
advantage vis a vis Disclosing Party in any commercial activity which
may be comparable
to the commercial activity contemplated by the parties in connection
with the Business
Purposes.
E. to restrict access to the Confidential Information to those of its
officers,
directors, and employees who clearly need such access to carry out the
Business
Purposes.
F. to advise each of the persons to whom it provides access to any of
the Confidential
Information, that such persons are strictly prohibited from making any
use, publishing
or otherwise disclosing to others, or permitting others to use for
their benefit
or to the detriment of Disclosing Party, any of the Confidential
Information, and,
upon Request of Disclosing Party, to provide Disclosing Party with a
copy of a written
agreement to that effect signed by such persons. G. to comply with any
other reasonable
security measures requested in writing by Disclosing Party.
III. Exceptions. The confidentiality obligations hereunder shall not
apply to
Confidential Information which:
A. is, or later becomes, public knowledge other than by breach of the
provisions
of this Agreement; or
B. is in the possession of Receiving Party with the full right to
disclose prior
to its receipt from Disclosing Party, as evidenced by written records;
or
C. is independently received by Receiving Party from a third party,
with no restrictions
on disclosure.
IV. Return of Confidential Information. Receiving Party agrees, upon
termination
of the Business Purposes or upon the written request of Disclosing
Party, whichever
is earlier, to promptly deliver to Disclosing Party all records, notes,
and other
written, printed, or tangible materials in the possession of Receiving
Party, embodying
or pertaining to the Confidential Information.
V. No Right to Confidential Information.
A. Receiving Party hereby agrees and acknowledges that no license,
either express
or implied, is hereby granted to Receiving Party by Disclosing Party to
use any
of the Confidential Information.
B. Receiving Party further agrees that all inventions, improvements,
copyrightable
works and designs relating to machines, methods, compositions, or
products of Disclosing
Party directly resulting from or relating to the Confidential
Information and the
right to market, use, license and franchise the Confidential
Information or the
ideas, concepts, methods or practices embodied therein shall be the
exclusive property
of Disclosing Party, and Receiving Party has no right or title thereto.
VII. Losses. Receiving Party agrees to indemnify Disclosing Party
against any
and all losses, damages, claims, or expenses incurred or suffered by
Disclosing
Party as a result of Receiving Party's breach of this Agreement.
VIII. Term and Termination. This Agreement shall commence on the date
first written
above. Receiving Party's right to use the Confidential Information in
connection
with the Business Purposes shall continue in effect until
________________, 200__,
or until Disclosing Party provides Receiving Party with written notice
of termination
of such right, whichever is earlier. Notwithstanding the foregoing,
Receiving Party's
obligations with respect to the Confidential Information hereunder
shall continue
in full force and effect until further notice from Disclosing Party.
IX. Remedies. Receiving Party understands and acknowledges that any
disclosure
or misappropriation of any of the Confidential Information in violation
of this
Agreement may cause Disclosing Party irreparable harm, the amount of
which may be
difficult to ascertain and, therefore, agrees that Disclosing Party
shall have the
right to apply to a court of competent jurisdiction for an order
restraining any
such further disclosure or misappropriation and for such other relief
as Disclosing
Party shall deem appropriate. Such right of Disclosing Party shall be
in addition
to Remedies otherwise available to the Disclosing Party at law or in
equity.
X. Successors and Assigns. Receiving Party shall have no right to
assign its rights
under this Agreement, whether expressly or by operation of law, without
the written
consent of Disclosing Party. This Agreement and Receiving Party's
obligations hereunder
shall be binding on Representatives, permitted assigns, and successors
of Receiving
Party and shall inure to the benefit of Representatives, assigns and
successors
of Disclosing Party.
XI. Governing Law. This Agreement shall be governed by and construed in
accordance
with the laws of the State of Florida
XII. Attorneys' Fees. If any action at law or in equity is brought to
enforce or
interpret the provisions of this Agreement, the prevailing party in
such action
shall be entitled to reasonable attorneys' fees.
XIII. Entire Agreement This Agreement constitutes the sole
understanding of the
parties about this subject matter and may not be amended or modified
except in writing
signed by each of the parties to the Agreement.
XIV. Effective Date. This Agreement shall take effect up the date that
the last
of the two parties executes with its authorized signature, below.
IN WITNESS WHEREOF, the parties, through their duly authorized
representatives,
have executed this Agreement in Miami-Dade County, Florida on the day
and year indicated
next to their signature, below.
