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.
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.
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.
Your Privacy Is Important to First National Realty Partners
In the course of serving our clients, First National Realty Partners may obtain personal information about such clients. Obtaining this information is important to our ability to deliver the highest level of service to you, but we also recognize that you expect us to treat this information appropriately.
This policy describes the types of personal information we may collect about you, the purposes for which we use the information, the circumstances in which we may share the information and the steps that we take to safeguard the information to protect your privacy.
The Sources of Information
The personal information we collect about you comes primarily from the account applications or other forms and materials you submit to First National Realty Partners during the course of your relationship with us. We may also collect information about your transactions and experiences with First National Realty Partners relating to the services First National Realty Partners provides.
Finally, in the provision of financial services to you and subject to strict compliance with all applicable laws and regulations, information may be collected about you indirectly from monitoring or other means (e.g. e-mail monitoring). In these circumstances, the information is not accessed on a continuous or routine basis, but it may be used for compliance or security purposes.
The Information We Have about You
If you deal with First National Realty Partners in your individual capacity (e.g. as a private client), or as a settlor/trustee/beneficiary of a trust, or as an owner or principal of a company or other investment vehicle established to invest on your behalf or on behalf of your family, etc., the typical information we collect about you may include (in addition to any other information as may be determined on a case-by-case basis):
Your full name, phone number, email address, organization, and other contact details; Extensive financial information, including source of wealth, investment experience and objectives, risk tolerance and, in certain jurisdictions, representations required under applicable law or regulation concerning your financial resources; A personal identifier such as, depending on your country of residence, your Social Security Number, National Insurance Number, Tax File Number, etc. Of course, you are not required to supply any of the personal information that we may request. However, failure to do so may result in our being unable to open or maintain your account or to provide services to you. While we make every effort to ensure that all information we hold about our clients is accurate, complete and up to date, we rely on our clients promptly notifying us if there are any changes to their personal information.
Our Use of Your Personal Information
We may use your personal information to:
Administer, operate, facilitate and manage your relationship and/or account with First National Realty Partners. This may include sharing such information internally as well as disclosing it to third parties, as described in the following two sections, respectively;
Contact you or, if applicable, your designated representative(s) by post, telephone, electronic mail, facsimile, etc., in connection with your relationship and/or account;
Provide you with information (such as investment research), recommendations, or advice concerning products and services offered by First National Realty Partners; and
Facilitate our internal business operations, including assessing and managing risk and fulfilling our legal and regulatory requirements.
If your relationship with First National Realty Partners ends, First National Realty Partners will continue to treat your personal information, to the extent we retain it, as described in this policy.
Disclosures of Your Personal Information within First National Realty Partners
In order to provide efficient and reliable services and to improve product and service options available to you, more than one entity within First National Realty Partners may be given, or given access to, your personal information. For example, one First National Realty Partners entity might share your information with another in order to facilitate settlement of your transactions or the maintenance of your accounts, or as part of its arranging for the performance of specialized services such as US and international brokerage, asset management and advisory services. When so sharing your personal information, we adhere to applicable legal and industry standards regarding the protection of personal information. Additional information on how your personal information is protected while within First National Realty Partners is provided below, under Information Security: How We Protect Your Privacy.
Disclosures of Your Personal Information to Third Parties
You should know that First National Realty Partners will never sell your personal information.
Information Security: How We Protect Your Privacy
First National Realty Partners is committed to protecting the privacy and confidentiality of your personal information. We limit access to your personal information to authorized First National Realty Partners employees or agents and, as described above in Disclosures of Your Personal Information to Third Parties, third parties are held to stringent standards of privacy. We also maintain physical, electronic and procedural safeguards to protect the information against loss, misuse, damage or modification and unauthorized access or disclosure. Some of the other central features of our information security program are:
A dedicated group within First National Realty Partners that designs, implements and provides oversight to our information security program;
The use of specialized technology such as firewalls;
Testing of the security and operability of products and services before they are introduced to the Internet, as well as ongoing scanning for publicly known vulnerabilities in the technology;Internal and external reviews of our Internet sites and services; Monitoring of our systems infrastructure to detect weaknesses and potential intrusions; Implementing controls to identify, authenticate and authorize access to various systems or sites; Protecting information during transmission through various means including, where appropriate, encryption; and Providing First National Realty Partners personnel with relevant training and continually updating our security practices in light of new risks and developments in technology.
Privacy and the Internet
The following additional information will be of interest to you as a visitor to this site:
Users of our websites are required to identify and authenticate themselves prior to accessing our services. Generally, identification and authentication take place through the use of your user name and a password.
Our websites are built upon a secure infrastructure with multiple layers of protection. First National Realty Partners uses industry standard encryption technologies to protect your information from external compromise.
Security is a cooperative effort between First National Realty Partners and the users of our websites. Please remember that your login and password are personal to you and should not be made available to any other person. Also, you should discontinue their use and notify us if you have any reason to suspect that someone else may be using them.
We may collect certain aggregate and non-personal information when you visit our websites. We may collect this information through “cookie” technology. Cookies are bits of text that can be placed on your computer’s hard drive when you visit certain websites. Cookies may enhance your online experience by saving your preferences while you are visiting a particular website. The “help” portion of the toolbar on most browsers will tell you how to stop accepting new cookies, how to be notified when you receive a new cookie, and how to disable existing cookies. Remember, though, without cookies, you may not be able to take full advantage of all of the website features.
“Clickstream” data (e.g., information regarding which of our Web pages you access, the frequency of such access, and your product and service preferences) may be collected by First National Realty Partners itself, or by our service providers, using cookies, Web beacons, page tags, or similar tools that are set when you visit our Web site or when you view an advertisement we have placed on another Web site. Clickstream data and similar information may be shared internally within First National Realty Partners and used: for administrative purposes; to assess the usage, value and performance of our online products and services; to improve your experience with our Web sites; and as otherwise permitted by applicable law or regulation. If you are a First National Realty Partners client, this information helps us suggest products or service offerings that may be of interest to you. This information may be processed by us for the purposes described above, or on our behalf by third parties, solely in accordance with our instructions.
First National Realty Partners may make available on this Web site third party applications such as content linking or sharing facilities. Information collected by providers of such applications is governed by their privacy policies.
Our Web sites are not currently configured to respond to “do not track” signals or similar mechanisms.
Information For EEA Users (EU plus Iceland, Norway and Liechtenstein)
What Rights Do I Have?
Where First National Realty Partners is a Controller of data under the EU’s new General Data Protection Regulation (GDPR), individuals located in the European Economic Area (EEA) will have additional rights with respect to their non-public personal information (NPI), including the right of access, rectification, restriction, opposition, erasure and data portability (each, as defined by the GDPR). Where possible, we obtain and rely on user consent as a lawful basis for processing personal data. In some cases, First National Realty Partners may process and retain NPI pursuant to a legal obligation or another legitimate interest under the GDPR to protect your vital interests, the interests of First National Realty Partners, or those of another person.
How May I Exercise My Individual Rights?
Users located within the EEA may contact our Data Protection Officer with questions or requests regarding their NPI using the contact information below. Please note that First National Realty Partners may request additional information from you to verify your identity before we disclose any personal or account information. You may opt out of receiving promotional communications at any time by following the “unsubscribe” instructions found within First National Realty Partners email updates or changing your contact preferences. Please note, you will continue to receive essential account-related information, even if you unsubscribe from promotional emails.
Who Can I Contact at First National Realty Partners Regarding Data Protection Issues?
First National Realty Partners has designated a Data Protection Officer to assist with data privacy and data protection issues. You may contact him/her by emailing email@example.com and addressing your questions or concerns to the Data Protection Officer.
Other Privacy Policies or Statements; Changes to Policy; Contact
This policy provides a general statement of the ways in which First National Realty Partners protects your personal information. You may, however, in connection with specific products or services offered by First National Realty Partners, be provided with privacy policies or statements that supplement this policy. This policy may be changed from time to time to reflect changes in our practices concerning the collection and use of personal information. The revised policy will be effective immediately upon posting to our Web site. This version of the Policy is effective May 24, 2018. If you require further information regarding our privacy policies and practices please contact firstname.lastname@example.org.
Statement on Cookies
Cookies at First National Realty Partners and How We Use Them
To improve site security by “authenticating” you (i.e., verify that you are who you say you are) when you sign-in to our site.
To keep track of your specified preferences such as language, time zone and timeouts after periods of inactivity.
To allow you to navigate our sites more easily by “remembering” your identity so that you do not have to input your password multiple times as you move between pages or services.
To conduct research and analytics to improve our Website and our products and services. This includes compiling statistical information concerning, among other things, the frequency of your use of our Website, the pages visited and the length of each visit.
To display First National Realty Partners advertisements when you visit websites of third parties with whom we have marketing relationships and to help us gauge the effectiveness of our advertising efforts. These parties may gather information concerning your use of other websites and provide us with de-identified information about you (such as demographic information or the names of sites where you have been shown ads) which we may use to provide you with more relevant and useful advertising.
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