Agreement: This 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:
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:
5. TERMINATION. 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 fnrealtypartners.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.