AgreementThis Non-Disclosure Agreement (the “Agreement”), effective as of April 10, 2020 is made by me, a user of this system , (“Recipient”) for the benefit of First National Realty Partners LLC, a Delaware Limited Liability Company (together with its subsidiaries and/or affiliates, collectively, “Company”), c/o First National Realty Partners, 125 Half Mile Rd Suite 207, Red Bank, NJ, 07701, Attention: Legal Department. To explore the possibility of a business relationship between Company and Recipient (each, a “party”), Company may disclose sensitive information to Recipient and/or its Representatives (as defined below). Recipient agrees as follows:
1. DEFINITION. “Proprietary Information” means, to the extent previously, presently or subsequently disclosed by or for Company to Recipient or any Representative, all financial, business, legal and technical information of Company or any of its affiliates, suppliers, partners, customers and employees (including information about research, development, operations, marketing, transactions, regulatory affairs, discoveries, inventions, methods, processes, articles, materials, algorithms, software, specifications, designs, drawings, data, strategies, plans, know-how and ideas, whether tangible or intangible, and including all copies and other derivatives thereof). The terms and conditions of any transaction or possible transaction between the parties, the fact that disclosures, evaluations or discussions are taking place between the parties, and the status and results thereof are all Proprietary Information. Proprietary Information shall not include any information that:
- was rightfully known to Recipient or any of its Representatives without restriction before receipt from Company,
- is rightfully disclosed to Recipient or its Representatives by a third party who is not subject to any duty of confidentiality regarding such information, or
- is or becomes generally known to the public through no fault of Recipient or its Representatives.
2. RESTRICTIONS. Recipient agrees:
- to use the Proprietary Information only for its consideration internally of a business arrangement between the parties, and its performance in any resulting arrangement, but not for any other purpose,
- to maintain the Proprietary Information as secret, and exercise all reasonable precautions to prevent unauthorized access to it,
- not to copy the Proprietary Information other than in connection with its consideration of a business relationship between the parties,
- not to disclose the Proprietary Information to any third party other than the Authorized Representative (defined below), Recipient’s directors, officers, employees, legal counsel, accountants and agents (collectively, “Representatives”) who have a need to know for the permitted purpose and who are similarly bound (consistent with the restrictions in this Agreement) to comply with the confidentiality restrictions in this Agreement and to protect the Proprietary Information,
- not to decompile, disassemble or otherwise reverse engineer any Proprietary Information, or use any similar means to discover its underlying composition, structure, source code or trade secrets and
- not to export or re-export (within the meaning of U.S. or other export control laws or regulations) any Proprietary Information or product thereof.
3. Recipient shall promptly notify Company of any breach of this Agreement or unauthorized use or disclosure of Proprietary Information by Recipient or any of its Representatives, and shall be responsible for any breach of its confidentiality obligations by its employees and agents. Recipient will promptly notify Company if it decides not to proceed with the proposed business arrangement.
4. NO WARRANTIES OR LICENSES. All Proprietary Information is provided “AS IS.” Receipt agrees that Company will not be liable to Recipient for damages arising from any use of the Proprietary Information, from errors, omissions or otherwise. All of Company’s rights in and to the Proprietary Information remain the exclusive property of Company. Neither this Agreement, nor any disclosure of Proprietary Information hereunder:
- grants to Recipient any right or license under any copyright, patent, mask work, trade secret or other intellectual property right,
- obligates Company to disclose any information, perform any work or enter into any agreement, or
- limits Company from entering into any business relationship with third parties.
This Agreement will automatically expire upon two (2) years from the date of Recipient or its Representative’s last login to the information maintained by the Company at fnrpusa.com
and may also be terminated by either Recipient or FNRP at any time upon sixty (60) days written notice to the other party. Recipient’s and its Representative’s confidentiality obligations, as they apply to any Proprietary Information disclosed prior to termination of this Agreement, will survive termination of this Agreement for the greater or five (5) years or, for any Proprietary Information that is a trade secret, so long as the information qualifies as trade secret under applicable law. Upon termination of this Agreement for any reason, or upon Company’s written request at any time, Recipient shall promptly return to Company (or, if supported by an attestation acceptable to Company, destroy) all originals and copies of any Proprietary Information in Recipient or its Representative’s possession and all information, records and materials developed therefrom, provided that so long as they notify the Company of their continues retention, Recipient and its Representatives may retain copies of the Proprietary Information so long as if required by any applicable law, rule, regulation or legal process.6. REMEDIES.
Due to the unique nature of the Proprietary Information, Recipient agrees that any breach or threatened breach of this Agreement will cause not only financial harm to Company, but also irreparable harm for which money damages may not be an adequate remedy. Therefore, Company shall be entitled, in addition to any other legal or equitable remedies, to seek an injunction or similar equitable relief against any such breach or threatened breach without the necessity of posting any bond.7. GENERAL.
- Entire Agreement. This Agreement constitutes the entire agreement, and supersedes all prior negotiations, understandings or agreements (oral or written), between the parties concerning the subject matter hereof.
- Amendment; Modification. This Agreement may only be modified, or any rights under it waived, by the parties’ mutual written consent. For purposes of this section, however, Recipient shall be deemed to consent to any amendment of this Agreement by not objecting in writing within 30 days to any amendment to the Agreement the Company provides to Recipient by notice.
- Waiver. The failure of Company to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights. Unless expressly provided otherwise, each right and remedy in this Agreement is in addition to any other right or remedy, at law or in equity, and the exercise of one right or remedy will not be deemed a waiver of any other right or remedy.
- Severability. In the event that any provision of this Agreement shall be determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that the Agreement shall otherwise remain in full force and effect and enforceable.
- Governing Law; Jurisdiction; Disputes. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, USA without regard to the conflicts of laws provisions thereof. Exclusive jurisdiction and venue for any action arising under this Agreement is in the federal and state courts located in New Jersey and Recipient hereby consents to such jurisdiction and venue for this purpose. In any action or proceeding to enforce or interpret this Agreement, the prevailing party will be entitled to recover from the other party its costs and expenses (including reasonable attorneys’ fees) incurred in connection with such action or proceeding and enforcing any judgment or order obtained.
- Electronic Signature. The Recipient agrees that its electronic consent to this Agreement will have the same legal effect as a physical signature.
- Notices. Any notice hereunder will be effective upon receipt and shall be given in writing, in English and delivered in electronic form: i) if to the Recipient, through the email address the Recipient or its Authorized Representative keeps on record with the Company and ii) if to the Company, to firstname.lastname@example.org.
AGREEMENT. The person providing their electronic consent over the Platform has executed this Agreement on behalf of Recipient as a sealed instrument, effective as of the date and year first written above. If an individual executed this Agreement on behalf of a corporation, partnership or other organization, the individual person (“Authorized Representative”) expressly represents and warrants that he or she has authority to execute and thereby bind the Recipient to the terms of this Agreement and agrees to indemnify and hold harmless Company from any claim that such authority did not exist.
Updated: January 8, 2019. Copyright © First National Realty Partners LLC. – 2020. All rights reserved.